CALGARY, March 11 /CNW/ - WellPoint Systems Inc. (WPS:TSX-V) today
announced that it has closed the two previously announced private placement
offerings of convertible secured debentures to investment funds managed by
subsidiaries of Quorum Funding Corporation (the "Quorum Offerings").
The first offering consisted of a convertible secured debenture in the
principal amount of US$15,200,000 (the "QOGT Debenture"). The QOGT Debenture
will mature five years from the date of issue, bear interest at an annual rate
of 7.75% and be convertible into common shares of WellPoint at the option of
the holder at any time prior to the maturity date at a conversion price of
$0.90 per share. The proceeds of the QOGT Debenture will be used to repay the
indebtedness incurred in connection with the acquisition of the business of
Bolo Systems, Inc., which will greatly reduce WellPoint's cost of capital.
The other offering consisted of a convertible secured debenture in the
principal amount of CDN$2,700,000 (the "QIP Debenture"). The QIP Debenture
will mature on August 31, 2009, (unless otherwise agreed), bear interest at an
annual rate of 7.75% and be convertible into common shares of WellPoint at the
option of the holder at any time prior to the maturity date at a conversion
price of $0.60 per common share. In the event that the holder elects not to
convert the QIP Debenture, such holder shall be entitled to receive at the
maturity date 797,425 common shares of WellPoint at a deemed price of $0.40
per share. The number of common shares to be issued to the holder on the
maturity date will be reduced pro rata by the amount of principal which is
converted into common shares. The proceeds of the QIP Debenture will be used
to develop the WPS Enterprise Asset Management, WPS Energy Broker Solutions,
for ongoing product R&D and for general working capital purposes.
WellPoint's obligations under the QOGT Debenture and QIP Debenture will
be secured by a pledge of all the assets of WellPoint and its material
subsidiaries. On closing of the Quorum Offerings, transaction fees were paid
to subsidiaries of Quorum Funding Corporation in the amount of US$456,000 in
connection with the QOGT Debenture and CDN$81,000 in connection with the QIP
About WellPoint Systems Inc.
WellPoint Systems provides premier software and related services for
managing critical operations within the energy industry. Aligning tightly with
Microsoft Corporation, 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 became a
Microsoft Gold Certified Partner in 2005.
Founded in 1997, Calgary-based WellPoint Systems also has major
operations in Houston, TX, Denver, CO, Bogota, Columbia and London, England.
WellPoint is publicly traded on the TSX Venture Exchange under the symbol
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.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: WellPoint Systems Inc., Frank Stanford, Chief
Executive Officer, (403) 538-3604, firstname.lastname@example.org,
www.wellpointsystems.com; The Equicom Group Inc., Nick Hurst, Investor
Relations, (403) 538-4845, email@example.com, www.equicomgroup.com