WellPoint Systems announces changes to stock option plan, entry into non-brokered private placement



    CALGARY, May 1 /CNW/ - WellPoint Systems Inc., ("WellPoint" or the
"Company") (TSX-V:WPS), a leading provider of software and related solutions
to the energy industry, today announced that its board of directors has
authorized an increase in the number of stock options available for issue
under the Company's stock option plan to up to 20% of the total number of
issued and outstanding shares (6.5% of fully diluted shares). Based on
45,890,562 shares issued and outstanding at April 29, 2009 and the shares to
be issued under the private placement discussed below, up to 10,260,996
options would be reserved for issuance under the plan.
    Concurrent with the changes to the plan, the board has also authorized
the grant of 3,982,388 options to key senior executives of the Company. The
options vest over a three-year period and expire five years from the date of
issue. Each option entitles the holder to purchase one common share of the
corporation at a price of $0.10.
    "A key consideration of the Company's board of directors in late 2008,
early 2009 was to develop and roll out a compensation plan to sufficiently
motivate the Company's employees and management team," said Mr. Charles V.
Selby, Chairman of WellPoint's board of directors. "WellPoint's compensation
committee worked with outside consultants to develop a plan that engages
management and incents them to deliver the desired results - which in our case
is improved shareholder value driven by profitable growth. We believe this
plan meets these objectives. The Company's first quarter results suggest that
we are moving in the right direction."
    The Company today also announced that it has entered into a non-brokered
private placement with members of the senior management team. Management will
purchase 5,414,416 common shares at a price of $0.10 per share. WellPoint has
made non-recourse loans to the members of the management team to enable them
to purchase the shares. The loans will be secured exclusively by the purchased
shares. The loan must be repaid at the earlier of: 1) involuntary termination
of the executive without cause; 2) completion of a liquidity event; or 3)
December 31, 2013. If any participating executive voluntarily leaves the
Company before December 31, 2011, the shares will be returned to treasury and
the loan cancelled. Similarly, if Quorum Funding Corporation, the holder of
convertible debentures in WellPoint, elects not to convert their debt to
equity, the shares will be returned to treasury in proportion to the debt
repaid with cash versus that refinanced with new instruments. Shares purchased
under the private placement are subject to a four-month hold period.
    The preceding is subject to final approval of the TSX Venture Exchange as
well as approval of disinterested shareholders. The disinterested shareholder
vote will take place at the Company's Annual and Special Meeting of
Shareholders on August 20, 2009. The proposed changes to the stock option plan
and the private placement are being undertaken as part of a broader strategy
to control costs and manage executive compensation. In the event that any of
the resolutions proposed do not receive shareholder approval, the executives
would be entitled to cash compensation which would negatively impact the
Company's EBITDA as compensation is accrued.

    About WellPoint Systems Inc.

    WellPoint provides premier software and related services for managing
critical operations within the energy industry. As a Microsoft Gold Certified
Partner since 2005, WellPoint is the only Independent Software Vendor (ISV)
and Microsoft Dynamics partner dedicated to the energy sector. It is breaking
new ground with the creation of a more comprehensive, integrated energy
software suite based on existing Microsoft ERP technology that utilizes
state-of-the-art Dynamics AX(R) and .NET architectures. WellPoint also
provides software and services under the BOLO, IDEAS International and iSoft
brands.
    Founded in 1997, Calgary-based WellPoint Systems also has major
operations in Denver, CO, Houston, TX, Livingston, NJ, Tampa, FL, Tunis,
Tunisia and Pretoria, South Africa. WellPoint is publicly traded on the TSX
Venture Exchange under the symbol WPS.

    This document contains forward-looking statements. Some forward looking
statements may be identified by words like "expects", "anticipates", "plans",
"intends", "indicates" or similar expressions. The statements are not a
guarantee of future performance and are inherently subject to risks and
uncertainties. The Company's actual results could differ materially from those
currently anticipated due to a number of factors, including, but not limited
to, successful integration of structural changes, including restructuring
plans, acquisitions, technical or manufacturing or distribution issues, the
competitive environment for the Company's products, the degree of market
penetration of the Company's products, and other factors set forth in reports
and other documents filed by the Company with Canadian securities regulatory
authorities from time to time.

    
    Neither TSX Venture Exchange nor its Regulation Services Provider (as
    that term is defined in the policies of the TSX Venture Exchange) accepts
    responsibility for the adequacy or accuracy of this release.
    





For further information:

For further information: Richard Slack, President and Chief Executive
Officer, (303) 987-2238, rick.slack@wellpointsystems.com; Bharat Mahajan, CA,
Chief Financial Officer, (403) 444-3916, bharat.mahajan@wellpointsystems.com

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WELLPOINT SYSTEMS INC.

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