NORWOOD, Mass., April 29, 2003 — Elcom International, Inc., an international provider of remotely-hosted eProcurement and private eMarketplace solutions, announced that it has closed a private placement of approximately $920,000 (resulting in approximately $675,000 in net cash proceeds to the company) of 10% Senior Convertible Debentures to accredited investors.
The financing round was led by Robert J. Crowell, the Chairman and CEO of the Company, and included John E. Halnen, the President and COO of the Company, William W. Smith, the Vice Chairman and Director of the Company, Andres Escallon, the Chief Technology Officer of the Company, (the “Inside Investors”) and institutional and other Elcom stockholders (“Outside Investors”).
The ten year Debentures are collateralized by a security interest in substantially all of the Company’s assets for a two-year period and are convertible into common stock of the Company at a conversion price equal to the average closing price of the Company’s common stock over the 50 trading days ending April 25, 2003. Crowell invested $300,000 in the Debentures and Halnen invested $60,000 in the Debentures. Of these amounts, Crowell was paid $187,000 by the Company and Halnen was paid $60,000 by the Company in repayment of a portion of their salaries which they had voluntarily suspended during 2002 in order to assist the Company in its efforts to retain cash. Crowell and Halnen immediately reinvested these proceeds into their purchase of the Debentures.
This Private Placement of the Debentures will remain open until the Company receives and accepts subscriptions for at least $1,250,000 or until the offering is earlier terminated, but no later than May 31, 2003 (unless extended by the Company). The offering is intended to generate sufficient cash proceeds that, when combined with the approximately $1,000,000 in license fees that had been advanced to the Company from Cap Gemini Ernst & Young UK plc (as previously announced), and existing cash reserves, given a certain level of revenue generation, are expected to support operations until projected positive cash flow is achieved in 2004.
The Senior Convertible Debentures will not be registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration under the Securities Act of 1933, and applicable state securities laws or available exemptions from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Senior Convertible Debentures. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act of 1933.
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About Elcom International, Inc.
Elcom International, Inc. (OTC Bulletin Board: ELCO – News) is an international provider of remotely-hosted eProcurement and private eMarketplace solutions. Through its elcom, inc. subsidiary, Elcom’s innovative remotely-hosted technology establishes the next standard of value and enables enterprises of all sizes to realize the many benefits of eProcurement without the burden of significant infrastructure investment and ongoing content and system management. PECOS Internet Procurement Manager, elcom, inc.’s remotely-hosted eProcurement and eMarketplace enabling platform was the first “live” remotely-hosted eProcurement system in the world. Additional information can be found at www.elcominternational.com.