Nanophase Technologies Completes Private Equity Financing
Announces Amendment to Stockholder Rights Agreement
ROMEOVILLE, Ill., May 29 /PRNewswire-FirstCall/ -- Nanophase Technologies Corporation (Nasdaq:NANX), today announced that it had successfully completed a private placement of 1.37 million newly issued shares of common stock to a limited number of institutional and accredited investors for a gross equity investment of $6.85 million. SunTrust Robinson Humphrey Capital Markets served as Placement Agent in the private placement. Nanophase plans to use the net proceeds from this private placement to fund the continued development and capacity expansion of its NanoArc Synthesis(TM) process technology, expand the Company's marketing and business development activities, increase process capability and capacity in the Company's core PVS process, and for general corporate purposes.
The newly issued shares of common stock have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws, or an applicable exemption from such registration requirements. Nanophase has agreed to file a Form S-3 registration statement covering the securities issued in the private placement during the next 10 business days. After the effective date of registration, the company expects to have approximately 15,106,032 shares outstanding.
Joseph Cross, president and CEO, commented, "We believe that this additional equity is vital to fund Nanophase's continued technology creation and growth, including new products, and to support the Company's revenue growth plans over the next two years. Nanophase continues to have a high level of business development opportunities, and expects additional markets to emerge, and the Company must have adequate capital to be able to address these multiple market opportunities. Based on this placement, the Company presently expects to exit the second quarter of 2002 with approximately $10.6 million in cash and equivalents."
Nanophase also announced that its Board of Directors has approved a second amendment to its Stockholder Rights Agreement to revise the beneficial ownership threshold at which a person or group of persons becomes an "acquiring person" and triggers certain provisions under the Rights Agreement. As revised, a person or group would become an "acquiring person" if that person or group becomes the beneficial owner of 25% or more of the outstanding shares of Nanophase stock. Prior to such amendment, the beneficial ownership threshold was 20%. Cross noted that the company's largest stockholder had requested that the Rights Agreement be amended so that this stockholder could participate in the private placement.
Nanophase Technologies provides engineered solutions of nanocrystalline materials for a variety of industrial product applications. Using proprietary technology to produce nanocrystalline materials, the company creates products with unique performance attributes. The Company currently owns or licenses 20 United States patents and patent applications, and has 18 foreign patents and patent applications, all of which are counterparts to domestic filings, covering its platform of nanotechnologies. The company's global customer base includes Fortune 500 companies. Nanophase trades on Nasdaq under the symbol "NANX." Visit the company's web site at www.nanophase.com .
The words "expect", "anticipates, "plans", "forecasts" and similar expressions are intended to identify forward looking statements. Statements contained in this news release that are not historical facts are forward looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These statements reflect the Company's current beliefs, and a number of important factors could cause actual results for future periods to differ materially from those expressed in this news release. These important factors include, without limitation, a decision of the customer to cancel a purchase order or supply agreement; demand for, and acceptance of, the Company's nanocrystalline materials; changes in development and distribution relationships; the impact of competitive products and technologies; and other risks indicated in the Company's filings with the Securities and Exchange Commission. Nanophase undertakes no obligation to update or revise these forward-looking statements to reflect new events or uncertainties.
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SOURCE Nanophase Technologies Corporation
CO: Nanophase Technologies Corporation
ST: Illinois
SU: FNC
prnewswire.com
05/29/2002 18:02 EDT |
