/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION BY
ANY MEANS INTO THE UNITED STATES./
ROGERS, AR, March 13 /CNW/ - Delta Systems, Inc. ("Delta Systems" or the
"Company") (TSX-V: DLT), a leading developer of factory automation solutions
for the consumer packaged goods industry, today announced that it has sold
3,800,000 units of securities of the Company pursuant to the previously
announced private placement offering (the "Offering") at a price of CDN$0.35
per unit, for gross proceeds of CDN$1,330,000.
Each unit is comprised of one common share of the Company and one-half of
one common share purchase warrant (a "Warrant"). Subject to the terms and
conditions thereof, each whole Warrant entitles the holder thereof to purchase
one common share of the Company at a price of CDN$0.45 per share until the
second anniversary of the closing date of the Offering.
The terms of the Offering were amended subsequent to its announcement on
March 6, 2007. The price at which a holder of a Warrant is entitled to
purchase one common share of the Company was reduced from CDN$0.50 per share
to CDN$0.45 per share.
The net proceeds from the Offering will be used to fund working capital
and for general corporate purposes.
Quest Securities Corporation ("Quest") acted as agent in connection with
the Offering and received a commission in an amount equal to 8% of the gross
proceeds received by Delta Systems from the sale of units attributable to
Quest. In addition, Quest received a non-transferable warrant ("Broker
Warrant") to purchase 224,000 common shares of the Company. The Broker Warrant
has an exercise price of CDN$0.35 and will be exercisable in whole or in part
until the second anniversary of the closing date of the Offering.
Pursuant to Ontario Securities Commission Rule 61-501 ("Rule 61-501"),
the private placement may be classified as a "related party transaction" since
an aggregate of 1,000,000 of the units issued pursuant to the Offering were
purchased directly or indirectly by Gerald S. Hurlow and Christopher Hoffmann,
directors of the Corporation. The Company has determined that exemptions from
certain requirements of Rule 61-501 are available. Given the existence of
these exemptions and the fact that the final terms of the transaction were
settled with the agent shortly before closing, the transaction closed prior to
the filing of the material change report required by Rule 61-501.
Pursuant to applicable securities laws, the securities offered (and
securities issuable on the exercise thereof) will be subject to a four month
hold period. The securities offered (and securities issuable on the exercise
thereof) have not been and will not be registered under the U.S. Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an exemption from the registration requirements. This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any state in
which such offer, solicitation or sale would be unlawful.
About Delta Systems
Delta Systems, Inc. (TSX-V: DLT) develops factory automation solutions
for consumer packaged goods companies. The Company's comprehensive line of
automation equipment includes: high-speed flow wrappers, feeding and
distribution, and labelling and product tracking systems. Delta Systems'
PC-based motion control software, SoftFlow(TM), enhances the speed,
efficiency, precision and flexibility of automation applications on the plant
floor, while providing connectivity to other enterprise systems. The Company
offers a range of customer support services to optimize deployment,
utilization and systems integration. Delta Systems has installations with more
than 100 customers in North America and internationally, including several
Fortune 500 companies. The Company is headquartered in Rogers, Arkansas, and
has approximately 100 employees at product development and customer support
facilities in both Arkansas and Georgia. For more information, please visit:
The TSX Venture Exchange has neither approved nor disapproved of the
information contained in this news release.
Caution concerning forward-looking statements
Certain statements contained in this news release may constitute "forward
looking statements". When used in this news release, the words "may," "would,"
"could," "will," "intend," "plan," "anticipate," "believe," "estimate,"
"expect," and similar expressions, as they relate to Delta Systems or its
management are intended to identify forward-looking statements. Such
statements reflect Delta Systems' current views with respect to future events
and are subject to certain risks, uncertainties and assumptions. Many factors
could cause the Company's actual results, performance or achievements to be
materially different from any future results, performance or achievements that
may be expressed or implied by such forward looking statements, including
among other things, those which are discussed under the headings "Risk
Factors" and elsewhere in documents that Delta Systems files from time to time
with securities regulatory authorities. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary materially
from those described herein as intended, planned, anticipated, believed,
estimated or expected. Delta Systems does not intend, and does not assume any
obligation, to update these forward-looking statements.
For further information:
For further information: Jake Bushey, President and Chief Executive
Officer, Delta Systems, Inc., (479) 619-2585, firstname.lastname@example.org;
Bruce Wigle, Investor Relations, The Equicom Group Inc., (416) 815-0700 ext.