|[August 15, 2014]
Forward Industries' Largest Shareholder, Terence Bernard Wise, Continues Campaign to Elect New Independent Directors & Sets the Record Straight on Derivative Suit Against Chairman Frank LaGrange Johnson & Other Directors for Breach of Duty
SAFFRON WALDEN, United Kingdom --(Business Wire)--
Terence Bernard Wise, the largest shareholder and member of the board of
directors of Forward Industries, Inc. (NASDAQ:FORD), a designer and
distributor of custom carry and protective solutions, issued a statement
today confirming that he is continuing with his efforts to replace
Chairman Johnson and his supporters on the Board at the 2014 Annual
Meeting and commenting on a press release issued by Forward,
mischaracterizing the status of the derivative case filed against
Johnson and affiliated members of Forward's Board for breach of
fiduciary and director duties.
"The press release and statements put out by Chairman Frank LaGrange
Johnson and Forward in response to my efforts to elect new, independent
and qualified directors to Forward's board are misleading, without merit
and nothing more than an attempt to confuse a clear record and deflect
attention from the real issue - the fact that Mr. Johnson and his
management team have presided over a significant and inexcusable decline
in shareholder value and will stop at nothing to preserve their control
of the Board."
As previously disclosed, Mr. Wise filed a derivative suit on behalf of
Forward in the Supreme Court of the State of New York against Frank
LaGrange Johnson and affiliated directors after learning of the filing
of a false and misleading listing application with NASDAQ, contemplating
the issuance of shares representing over 20% of Forward's outstanding
common stock at a 10% discount to market value and without Board or
shreholder approval. Mr. Wise continues to believe that Johnson and his
supporters on the Board have engaged in entrenchment tactics aimed at
disenfranchising shareholders in advance of Forward's 2014 Annual
Meeting in violation of their fiduciary duties, and continues to
aggressively pursue the claims before the Supreme Court. Mr. Johnson and
the other defendants represented in the Supreme Court that the false and
misleading NASDAQ application had been withdrawn and that no stock
issuance was imminent, thus obviating the need for a temporary
restraining order. Thereafter, following a special meeting of the Board,
Mr. Wise withdrew his motion for immediate injunctive relief, without
prejudice to making a subsequent application if necessary, based on
representations and statements by Mr. Johnson and the other defendant
directors that there was no imminent plan to issue new preferred shares
or otherwise engage in any dilutive or extraordinary transaction in
advance of the 2014 Annual Meeting without appropriate approvals. Mr.
Wise will again seek injunctive relief in the event that the Board's
representations and statements prove to be false and the interests of
the Company are again threatened by imminent and improper conduct.
Terence Bernard Wise, together with the other participants named herein,
intends to file a preliminary proxy statement and accompanying proxy
card with the Securities and Exchange Commission (the "SEC (News - Alert)") to be used
to solicit votes for the election of his director nominees at the 2014
annual meeting of stockholders of Forward Industries, Inc. ("Forward"),
a New York corporation.
FORWARD STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION.
SUCH PROXY STATEMENT AND OTHER PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON (News - Alert) THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO INNISFREE M&A
INCORPORATED TOLL-FREE AT (888) 750-5834 (BANKS AND BROKERS MAY CALL
COLLECT AT (212) 750-5833).
The Participants in the proxy solicitation are Terence Bernard Wise,
Howard Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah, N. Scott
Fine and Darryl Keys (collectively, the "Participants").
As of the date hereof, Mr. Wise beneficially owns 1,608,541 shares of
the Company's common stock, constituting approximately 19.6% of the
class. As of the date hereof, Mr. Morgan beneficially owns 25,000 shares
of the Company's common stock.
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