Tivoli Sets Annual Meeting Date; Seeks ShareholderApproval for Reverse Stock Split and...

SANTA ANA, Calif.--(BUSINESS WIRE)--Feb. 2, 1999--Tivoli Industries Inc. (Nasdaq:TVLI) Tuesday announced that its fiscal year 1998 Annual Meeting of shareholders will be held on Wednesday, March 17, 1999, at 1 p.m. PST at the Doubletree Hotel, 7 Hutton Center Drive, Santa Ana.

Proposals

Shareholders of record of Tivoli common stock at the close of business on Monday, Jan. 25, 1999, will be eligible to vote in person or by proxy at the Annual Meeting.

According to Tivoli Chairman and CEO Terrence C. Walsh, the company is asking its shareholders to give the board the ability to effect the one-for-three reverse stock split if, in the board's opinion, it will assist in achieving the required minimum bid price of $1 per share for 10 consecutive trading days to maintain trading of the company's common stock on the Nasdaq SmallCap Market in the future.

Tivoli believes it meets all the other minimum Nasdaq requirements and that continued trading of its common stock on the Nasdaq SmallCap Market is in the best interests of its shareholders. Should the shareholders approve the one-for-three reverse split and should the board subsequently elect to implement the reverse split, the resulting total common shares outstanding would be 1,252,257.

The company also announced that in December 1998 two officers and a director of the company purchased shares of Tivoli common stock in open market transactions.

Walsh purchased 9,100 shares, Tivoli President and COO Charles Kimmel purchased 18,500 shares and Gerald Morris, a director, claimed beneficial ownership in 10,000 shares purchased by Intalite International, a company for which Morris is president and CEO. The average purchase prices for these transactions were $0.48, $0.49 and $0.50, respectively.

Tivoli Industries is an innovation-driven designer, developer and manufacturer of specialty lighting and related products.

Except for the historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties, including the impact of competitive products, new product development, pricing and general economic conditions as they affect the company's customers and future sales of the company's products. Actual results and developments may therefore differ materially from those described in this release. For more information about Tivoli and risks arising from investing in Tivoli, you are directed to the company's most recent Form 10-KSB filed with the Securities and Exchange Commission.