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PRESS RELEASE
For Immediate Release

HealtheTech, Inc. Announces Intent to Dissolve and Wind Down Business Affairs

Golden, Colorado; May 3, 2006:
HealtheTech, Inc. (the “Company”) announced today that its Board of Directors has approved the dissolution of the Company and adopted a plan of complete liquidation and dissolution, which will be submitted to the Company's stockholders for approval. Subject to approval of the dissolution and plan by holders of a majority of the shares of the Company's outstanding Common Stock, the Company plans to dissolve and wind down its business affairs and in furtherance thereof to sell or otherwise dispose of its assets, including inventory, property and equipment and intellectual property, discharge its liabilities, and distribute the net proceeds, if any, to its stockholders, all in accordance with applicable law including the General Corporation Law of the State of Delaware.

Pending stockholder action, the Company has begun making plans for the orderly wind down of its operations, including headcount reductions, securing continuing support for its existing customers, seeking purchasers for the sale of its intellectual property and other tangible and intangible assets, considering pursuit of potential third-party claims and providing for its outstanding and potential liabilities.

The Company intends to hold a special meeting of stockholders as soon as practicable to approve the plan of liquidation and dissolution. A proxy statement describing the plan will be mailed to stockholders prior to the meeting. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.

In reaching its decision that the liquidation and dissolution of the Company would be in the best interests of the Company’s stockholders, the Company’s Board of Directors considered a number of factors, including the Company's recent financial performance and projections, prevailing economic and industry conditions and unsuccessful efforts to sell or merge the Company.

If, prior to its dissolution, the Company receives an offer for a corporate transaction that will, in the view of the Board of Directors, provide superior value to stockholders than the value of the estimated net distributions under the plan of liquidation from the sale or other disposition of assets, taking into account all factors that could affect valuation, including timing and certainty of closing, investment market risks, survival of representations and warranties, indemnification obligations and other facts, the plan of liquidation and dissolution could be abandoned in favor of such a transaction. 

Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of applicable securities laws. All statements included herein, other than statements of historical fact, may constitute forwardlooking statements. Although the Company believes that the expectations reflected in such forwardlooking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Such statements are based on management’s current expectations, estimates and projections, which are subject to a wide range of uncertainties and business risks.