|By PR Newswire||
|August 12, 2014 05:25 PM EDT||
ST. JAMES, N.Y., Aug. 12, 2014 /PRNewswire/ -- Gyrodyne Company of America, Inc. (NASDAQ: GYRO) (the "Company") today announced that the Company's Special Meeting of Shareholders, originally scheduled for Thursday, August 14, 2014, will now be held on Wednesday, August 27, 2014. The board of directors previously established the close of business on Monday, June 30, 2014, as the record date for determining shareholders entitled to receive notice of and vote at the meeting, which will begin at 11:00 a.m. Eastern time and take place at Flowerfield Celebrations, Mills Pond Road, Saint James, New York 11780.
At the Special Meeting, the Company will seek a vote of its shareholders to authorize the previously announced merger transaction under which both the Company and Gyrodyne Special Distribution, LLC ("GSD") will merge into Gyrodyne, LLC. A vote of two-thirds of the outstanding shares of the Company's common stock will be required to authorize the merger transaction. The postponement of the Special Meeting is intended to provide shareholders who have not yet voted with additional time to cast their vote. The board continues to unanimously recommend that the shareholders vote FOR the proposal authorizing the merger transaction. Shareholders requiring duplicate proxies or with questions may contact the Company's proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885.
The Company, as managing member of GSD and Gyrodyne, LLC, already has approved the merger transaction and will have the sole discretion to approve any subsequent amendments or modifications to such transaction on behalf of such entities. Such merger, which will effect the completion of the plan of liquidation for purposes of the Internal Revenue Code, will result in holders of the Company's common stock receiving approximately 15.2% of the common shares of Gyrodyne, LLC in the aggregate, holders of the Dividend Notes receiving approximately 29.2% of the common shares of Gyrodyne, LLC in the aggregate, and holders of common shares of GSD receiving approximately 55.6% of the common shares of Gyrodyne, LLC in the aggregate, subject to adjustment in the discretion of the Company's board of directors.
About Gyrodyne Company of America, Inc.
Gyrodyne, a real estate investment trust, manages a diversified portfolio of real estate properties comprising office, industrial and service-oriented properties primarily in the New York metropolitan area. Gyrodyne owns a 68 acre site approximately 50 miles east of New York City on the north shore of Long Island, which includes industrial and office buildings and undeveloped property which is the subject of development plans. Gyrodyne also owns medical office buildings in Port Jefferson Station, New York, Cortlandt Manor, New York and Fairfax, Virginia. Gyrodyne is also a limited partner in Callery Judge Grove, L.P., the only assets of which consist of potential future payments upon the achievement of certain development benchmarks by the purchaser in the 2013 sale by the partnership of an undeveloped 3,700 plus acre property in Palm Beach County, Florida. The Company's common stock is traded on the NASDAQ Stock Market under the symbol GYRO. Additional information about Gyrodyne may be found on its web site at www.gyrodyne.com.
Forward-Looking Statement Safe Harbor
The statements made in this press release that are not historical facts constitute "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives. Important factors, including certain risks and uncertainties, with respect to such forward-looking statements that could cause actual results to differ materially from those reflected in such forward-looking statements include, but are not limited to, risks associated with Gyrodyne's ability to implement the tax liquidation, plan of liquidation or the plan of merger, the risk that the proceeds from the sale of Gyrodyne's assets may be substantially below Gyrodyne's estimates, the risk that the proceeds from the sale of our assets may not be sufficient to satisfy Gyrodyne's obligations to its current and future creditors, the risk of shareholder litigation against the tax liquidation, the plan of liquidation or the plan of merger and other unforeseeable expenses related to the proposed liquidation, the tax treatment of condemnation proceeds, the effect of economic and business conditions, including risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, Palm Beach County in Florida and Fairfax County in Virginia, risks and uncertainties relating to developing Gyrodyne's undeveloped property in St. James, New York and other risks detailed from time to time in Gyrodyne's SEC reports.
Important Information for Investors and Shareholders
This communication does not constitute a solicitation of any vote or approval. The plan of merger will be submitted to Gyrodyne's shareholders for their consideration and vote at the special meeting. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND RELATED DOCUMENTS CAREFULLY (WHEN THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Joint Proxy Statement/Prospectus and other documents containing other important information about Gyrodyne and Gyrodyne, LLC filed or furnished to the SEC (when they become available) may be read and copied at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Rooms may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website, www.sec.gov, from which any electronic filings made by Gyrodyne or Gyrodyne, LLC may be obtained without charge. In addition, investors and shareholders may obtain copies of the documents filed with or furnished to the SEC upon oral or written request without charge. Requests may be made in writing by regular mail by contacting Gyrodyne at the following address: One Flowerfield, Suite 24, St. James, NY 11780, Attention: Investor Relations. The Joint Proxy Statement/Prospectus also is available on Gyrodyne's web site located at www.gyrodyne.com.
Gyrodyne and its directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies in respect of the transaction. Information regarding Gyrodyne's directors and executive officers and their ownership of Gyrodyne's common stock is available in the Joint Proxy Statement/Prospectus. Other information regarding the interests of such individuals as well as information regarding Gyrodyne's directors and officers is available in the Joint Proxy Statement/Prospectus. These documents can be obtained free of charge from the sources indicated above.
SOURCE Gyrodyne Company of America, Inc.
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Aug. 5, 2015 07:00 AM EDT Reads: 297
SYS-CON Events announced today that the "Second Containers & Microservices Expo" will take place November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities.
Aug. 4, 2015 05:30 PM EDT Reads: 106
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Aug. 4, 2015 03:00 PM EDT Reads: 577
Our guest on the podcast this week is JP Morgenthal, Global Solutions Executive at CSC. We discuss the architecture of microservices and how to overcome the challenge of making different tools work together. We learn about the importance of hiring engineers who can compose services into an integrated system.
Aug. 4, 2015 12:45 PM EDT
Alibaba, the world’s largest ecommerce provider, has pumped over a $1 billion into its subsidiary, Aliya, a cloud services provider. This is perhaps one of the biggest moments in the global Cloud Wars that signals the entry of China into the main arena. Here is why this matters. The cloud industry worldwide is being propelled into fast growth by tremendous demand for cloud computing services. Cloud, which is highly scalable and offers low investment and high computational capabilities to end us...
Aug. 4, 2015 12:00 PM EDT Reads: 228
You often hear the two titles of "DevOps" and "Immutable Infrastructure" used independently. In his session at DevOps Summit, John Willis, Technical Evangelist for Docker, covered the union between the two topics and why this is important. He provided an overview of Immutable Infrastructure then showed how an Immutable Continuous Delivery pipeline can be applied as a best practice for "DevOps." He ended the session with some interesting case study examples.
Aug. 4, 2015 11:30 AM EDT Reads: 307
One of the ways to increase scalability of services – and applications – is to go “stateless.” The reasons for this are many, but in general by eliminating the mapping between a single client and a single app or service instance you eliminate the need for resources to manage state in the app (overhead) and improve the distributability (I can make up words if I want) of requests across a pool of instances. The latter occurs because sessions don’t need to hang out and consume resources that could ...
Aug. 4, 2015 11:00 AM EDT Reads: 287
Microservices has the potential of significantly impacting the way in which developers create applications. It's possible to create applications using microservices faster and more efficiently than other technologies that are currently available. The problem is that many people are suspicious of microservices because of all the technology claims to do. In addition, anytime you start moving things around in an organization, it means changing the status quo and people dislike change. Even so, micr...
Aug. 4, 2015 08:45 AM EDT
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Aug. 3, 2015 11:00 PM EDT Reads: 710
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Aug. 3, 2015 06:45 PM EDT Reads: 561
Take the Long View with Digital Transformation By @IoT2040 | @ThingsExpo #IoT #M2M #API #Microservices #InternetOfThings
Digital Transformation is the ultimate goal of cloud computing and related initiatives. The phrase is certainly not a precise one, and as subject to hand-waving and distortion as any high-falutin' terminology in the world of information technology. Yet it is an excellent choice of words to describe what enterprise IT—and by extension, organizations in general—should be working to achieve. Digital Transformation means: handling all the data types being found and created in the organizat...
Aug. 2, 2015 06:00 PM EDT Reads: 1,150
Aug. 2, 2015 02:00 PM EDT Reads: 332
Approved this February by the Internet Engineering Task Force (IETF), HTTP/2 is the first major update to HTTP since 1999, when HTTP/1.1 was standardized. Designed with performance in mind, one of the biggest goals of HTTP/2 implementation is to decrease latency while maintaining a high-level compatibility with HTTP/1.1. Though not all testing activities will be impacted by the new protocol, it's important for testers to be aware of any changes moving forward.
Aug. 2, 2015 09:45 AM EDT Reads: 207
This week, I joined SOASTA as Senior Vice President of Performance Analytics. Given my background in cloud computing and distributed systems operations — you may have read my blogs on CNET or GigaOm — this may surprise you, but I want to explain why this is the perfect time to take on this opportunity with this team. In fact, that’s probably the best way to break this down. To explain why I’d leave the world of infrastructure and code for the world of data and analytics, let’s explore the timing...
Aug. 1, 2015 07:45 PM EDT Reads: 433
[slides] Storage for Docker Containers By @OnModulus | @DevOpsSummit #DevOps #Docker #Containers #Microservices
Learn how to solve the problem of keeping files in sync between multiple Docker containers. In his session at 16th Cloud Expo, Aaron Brongersma, Senior Infrastructure Engineer at Modulus, discussed using rsync, GlusterFS, EBS and Bit Torrent Sync. He broke down the tools that are needed to help create a seamless user experience. In the end, can we have an environment where we can easily move Docker containers, servers, and volumes without impacting our applications? He shared his results so yo...
Jul. 31, 2015 11:45 PM EDT Reads: 808
Modern DevOps Tool Kit By @Logentries and @NewRelic | @DevOpsSummit #DevOps #Containers #Microservices
Auto-scaling environments, micro-service architectures and globally-distributed teams are just three common examples of why organizations today need automation and interoperability more than ever. But is interoperability something we simply start doing, or does it require a reexamination of our processes? And can we really improve our processes without first making interoperability a requirement for how we choose our tools?
Jul. 31, 2015 11:15 PM EDT Reads: 434
Cloud Migration Management (CMM) refers to the best practices for planning and managing migration of IT systems from a legacy platform to a Cloud Provider through a combination professional services consulting and software tools. A Cloud migration project can be a relatively simple exercise, where applications are migrated ‘as is’, to gain benefits such as elastic capacity and utility pricing, but without making any changes to the application architecture, software development methods or busine...
Jul. 31, 2015 10:00 PM EDT Reads: 1,365
The Internet of Things. Cloud. Big Data. Real-Time Analytics. To those who do not quite understand what these phrases mean (and let’s be honest, that’s likely to be a large portion of the world), words like “IoT” and “Big Data” are just buzzwords. The truth is, the Internet of Things encompasses much more than jargon and predictions of connected devices. According to Parker Trewin, Senior Director of Content and Communications of Aria Systems, “IoT is big news because it ups the ante: Reach out ...
Jul. 31, 2015 07:00 AM EDT Reads: 429
Where the Network Got Invited to the Party By @LMacVittie | @DevOpsSummit #DevOps #Docker #Containers #Microservices
At DevOps Summit NY there’s been a whole lot of talk about not just DevOps, but containers, IoT, and microservices. Sessions focused not just on the cultural shift needed to grow at scale with a DevOps approach, but also made sure to include the network ”plumbing” needed to ensure success as applications decompose into the microservice architectures enabling rapid growth and support for the Internet of (Every)Things.
Jul. 30, 2015 08:15 PM EDT Reads: 1,786
Designing the IT Architecture of the Future with Adrian Cockcroft | @DevOpsSummit #DevOps #Docker #Containers #Microservices
Our guest on the podcast this week is Adrian Cockcroft, Technology Fellow at Battery Ventures. We discuss what makes Docker and Netflix highly successful, especially through their use of well-designed IT architecture and DevOps.
Jul. 30, 2015 08:00 PM EDT Reads: 805