Financing
ACD Systems Enters Into Financing Agreement
February 2, 2000
VICTORIA, BRITISH COLUMBIA--ACD Systems International Inc. (the
"Corporation") is pleased to announce that the Corporation has
entered into a best efforts financing agreement led by Octagon
Capital Corporation and including HSBC Securities (Canada) Inc.,
in respect of a private placement of up to 1,500,000 Special
Warrants at a price of $12.00 per Special Warrant for a maximum
aggregate amount of $18,000,000 (the "Offering").
Each Special Warrant will entitle the holder to acquire one unit
("Unit") comprising one common share of the Corporation ("Common
Share") and one-half of one Common Share purchase warrant
("Warrant") at no additional cost on or before 5:00 p.m. (Toronto
time) on the earlier of: (i) 5 business days after the date upon
which a receipt for a final prospectus to be filed by the
Corporation with respect to the distribution of the underlying
securities issuable upon exercise of the Special Warrants (the
"Prospectus") has been obtained from the securities commission or
similar regulatory authority in each of the provinces of British
Columbia, Alberta, Saskatchewan, Manitoba and Ontario, where
Special Warrants are sold (the "Filing Provinces"); and (ii) the
first anniversary of the closing date of the Offering ("Closing
Date") (the first of such events to occur is hereinafter referred
to as the "Expiry Time"). Any Special Warrant not exercised prior
to the Expiry Time shall be deemed to be exercised by the holder
thereof, without any further action on the part of the holder,
immediately prior to the Expiry Time. Each whole Warrant shall
entitle the holder to acquire one (1) Common Share at an exercise
price of $13.00 per Common Share for a period of 18 months from
the date of issuance. The price of the Special Warrants and the
Common Shares issuable upon the exercise of the Warrants was
determined by the closing price of the Common Shares on February
1, 2000.
If a receipt for the Prospectus is not obtained from the
securities commission or similar regulatory authority in each of
the Filing Provinces on or prior to 120 days from the Closing
Date, each holder of Special Warrants in a Filing Province in
which such receipt has not been obtained shall be entitled to
receive, upon the exercise or deemed exercise of the Special
Warrants, 1.1 Common Shares for every Special Warrant then held by
such holder and 0.55 of one Warrant at no additional cost.
It is anticipated that the net proceeds of the Offering will be
used by the Corporation for marketing initiatives, to fund
research and development expenditures, to complete acquisitions
that add strategic products and to further OEM partnering
activities.
The closing of the Offering is subject to regulatory approval, and
the Corporation filing a formal application within 14 days of this
press release.
ACD Systems International Inc. (CDNX:ASA) designs, develops and
markets leading edge Digital Imaging and Network Communications
Technologies, including ACDSee and ACD Express, with over 15
million users of its software worldwide. The Corporation's website
is located at www.acdsystems.com.
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FOR FURTHER INFORMATION PLEASE CONTACT:
ACD Systems International Inc.
Martin Winstanley
Vice President - Corporate Affairs
(250) 382-5828
martin@acdsystems.com
acdsystems.com
THE CANADIAN VENTURE EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED
OF THE CONTENTS OF THIS PRESS RELEASE. |
