CALGARY, Feb. 14 /CNW/ - WellPoint Systems Inc. ("WellPoint" or the
"Company") (WPS:TSX-V) today announced that it has entered into an agreement
with Raymond James Ltd. ("Raymond James" or the "Agent") to raise, on a
commercially reasonable efforts basis, up to $1,100,000 by way of a private
placement offering to accredited investors (the "Raymond James Offering").
The Raymond James Offering will consist of up to a maximum of $1,100,000
of convertible unsecured subordinated debentures of WellPoint (the "RJ
Debentures"). Each RJ Debenture will mature on July 31, 2009 and bear interest
at an annual rate of 7.75%. Each RJ debenture will be convertible into common
shares of WellPoint at the option of the holders at any time prior to the
maturity date at a conversion price of $0.60 per common share. In the event
that a holder elects not to convert their RJ Debenture, such holder shall be
entitled to receive at the maturity date that number of common shares equal to
(i) the sum of interest equal to 8% per annum multiplied by the principal
amount outstanding under the RJ Debenture on the maturity date (without
capitalization of interest); and (ii) divided by $0.40 per common share (the
"Interest Shares"). The Interest Shares issuable to the holder on the maturity
date will be reduced pro rata by the amount of principal which is converted
into common shares.
WellPoint will pay the Agent a cash commission of 5% on the dollar amount
raised under the Raymond James Offering and a corporate finance fee of $25,000
(plus GST) and reimbursement for its expenses. In addition, the Agent will
receive options of WellPoint (the "Agent's Option) equal to 3% of the dollar
value raised. Each Agent's Option, for the sole purpose of determining
quantity, will have an assigned value of $0.33. Each Agent's Option shall
entitle the Agent to acquire one common share of WellPoint at $0.60 until
July 31, 2009. The net proceeds from the Raymond James Offering will be used
for repayment of debt and general working capital purposes.
The Raymond James Offering is expected to close in February 2008 and is
subject to the receipt of all necessary approvals, including the approval of
WellPoint's board of directors and the TSX Venture Exchange.
About WellPoint Systems Inc.
WellPoint Systems provides 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