Infrax Systems Announces Dividend to Shareholders from Spin-Off of Lockwood Technology Corporation as a Public Company

ST. PETERSBURG, Fla., Dec. 6, 2011 /PRNewswire/ -- Infrax Systems, Inc. (OTCBB: IFXY), a global provider of unified Smart Grid-related products and services for the Energy and Utility industries, announced today that its Board of Directors has approved a dividend consisting of 70% of its holdings of the stock of Lockwood Technology Corporation to its shareholders. The record date for determining the holders of Infrax's common stock who will receive the dividend will be determined shortly. Infrax Systems expects to file a Registration Statement on Form S1 with the SEC within a few weeks. This registration will outline the anticipated spin-off and distribution to Infrax's stockholders. We expect Lockwood Technology Corporation to trade under its own symbol on NASDAQ OTCBB with the effectiveness of the registration statement with Security and Exchange Commission (SEC). Infrax will hold exclusive rights to Lockwood intellectual property relating to the utility industry.

The reason for the Spin-Off

1. To maintain Infrax Systems focus as a pure play Smart Grid company by spinning-off non-utility core related assets of Lockwood Technology;
2. Increase shareholder value by spinning-off non-utility core assets of Lockwood Technology as a separate public company through the issuance of a dividend;
3. Raise funds for the future growth of Lockwood Technology;
4. Attract and maintain a world class management team and employees;
5. Expand Lockwood Technology sales globally through channels and its affiliates;
6. Further explore its relationships with a variety of government agencies including the US Department for Homeland Security, the Air Force Office of Scientific Research, the US Army and the US House of Representatives.

According to IDTechEX, the Global market for RFID technology in 2010 was $5.63 billion, up from $5.03 billion in 2009. This includes tags, readers and software, services for RFID cards, labels, fobs and all other form factors. ABI Research has forecasted that the overall market will pass the $6 Billion mark in 2011. The primary drivers for growth will be "modernizing" applications including asset management, cargo tracking and security, corporate employee identification I.D. cards, networks and facility access control, transport passes, as well as supply chain management.

What you should expect on the Spin-Off

1. All Infrax shareholders of record,as of the record date, will be eligible to receive one share of Lockwood Technology common stock for every two shares of Infrax common stock owned as of the "record date" on the "distribution date." All Infrax shareholders will maintain their current share positions in Infrax after the spin-off.
2. The "record date" will be announced shortly and the "distribution date" of the spin-off dividend or shares of Lockwood Technology will be announced if and when the registration statement with the SEC is declared effective and upon the NASD providing the trading authorization and a trading symbol. We expect the approximate "distribution date" to be in the beginning of the second quarter of 2012.
3. All Infrax shareholders  holding free tradable shares (purchased in the open market) will receive free tradable shares of Lockwood Technology as a dividend, once and if the registration for Lockwood becomes effective. All Infrax shareholders holding restricted 144 shares will receive restricted 144 non-tradable shares of Lockwood Technology as dividend.
4. If your Infrax shares reside at your brokerage firm, your dividend shares of Lockwood Technology will be automatically deposited into your brokerage account upon the registration. If you have your Infrax shares in certificate form at or otherwise restricted, the dividend shares of Lockwood Technology will be sent to the address of record with the transfer agent or held at the transfer agent for your instruction.
5. Investors who would like to participate in the Lockwood Technology spin-off must purchase Infrax (IFXY) stock in the open market no later than ex-date (to be announced later).

Paul Aiello, CEO of Infrax, said, "We are pleased to announce the spin-off, pro rata to all of our shareholders, of Lockwood Technology Corporation. The Board of Directors believes that the spin-off of Lockwood will allow us to maintain our focus on providing secure solutions to the utility industry.  This action is a further indication of our commitment to both our core vision and our shareholders.  Enabling Lockwood Technology to expand their core business, recruit an outstanding management team, will provide for greater liquidity, future acquisitions, and greater access to public or private capital."

The Lockwood technical team has a 16 year track record of developing and implementing comprehensive asset tracking, asset management and security solutions for public and private organizations. Lockwood has deployed solutions for a variety of government agencies including the US Department for Homeland Security, the Air Force Office of Scientific Research, the US Army and the US House of Representatives.

A Note on the SEC Registration

While Infrax intends to file such registration statement with the SEC, there is no assurance that such statement will be declared effective for the class of stock being registered of Lockwood. While Infrax will make best efforts toward the effective registration of such a class of stock, there can and will be no guarantee of the effectiveness of such registration for purposes of this dividend.

About Infrax Systems

For INFRAX Systems information, contact [email protected] or visit www.infraxinc.com.

Forward-Looking Statements

Contact:

Infrax Systems, Inc.
[email protected]
727-498-8514

SOURCE Infrax Systems, Inc.

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