CALGARY, March 11 /CNW/ - WellPoint Systems Inc. ("WellPoint" or the
"Company") (WPS:TSX-V) today announced that it has closed its previously
announced financing with Raymond James Ltd. ("Raymond James" or the "Agent")
raising gross proceeds of $1,100,000 by way of a private placement offering to
accredited investors (the "Raymond James Offering").
The Raymond James Offering consisted 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 is 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. The maximum
number of Interest Shares issuable by the Company is 308,000.
The Agent received 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 received
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, was
assigned a 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 current
liabilities incurred in the ordinary course of business and other general
working capital purposes.
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, email@example.com,
www.wellpointsystems.com; The Equicom Group Inc., Nick Hurst, Investor
Relations, (403) 538-4845, firstname.lastname@example.org, www.equicomgroup.com