Saf T Lok, Incorporated (the "Company") closed a Regulation S offering of
1,500,000 shares of common stock and two year stock purchase warrants for a
total of 2,500,000 shares of common stock (2,000,000 shares at $2.00 per share
exercise price and 500,000 shares at $3.00 per share exercise price) for a total
purchase price of $3,000,000 to three foreign purchasers on November 12, 1997.
Of this offering, 1,250,000 shares and warrants for 2,083,333 shares were
delivered to the foreign purchasers and the Company received gross proceeds of
$2,500,000. The balance of the offering closed in escrow with 250,000 shares
and warrants for 416,667 shares (333,334 shares at $2.00 per share exercise
price and 83,333 shares at $3.00 per share exercise price) and $500,000 being
held in escrow. If the Company is in compliance with all applicable regulatory
requirements on December 1, 1997, the $500,000 will be released to the Company
and the 250,000 shares and warrants for 416,667 shares (333,334 shares at $2.00
per share exercise price and 83,333 shares at $3.00 per share exercise price)
will be delivered to the foreign purchaser. If the Company is not in compliance
with applicable regulatory requirements on December 1, 1997, the shares and
warrants will be returned to the Company and the cash ($500,000) will be
returned to the foreign purchasers.
In connection with the placement of this sale of common stock to the
foreign purchasers, the investment banking firm of State Street Securities
received a fee of 13.5% of the sales price of the common stock sold to the
investors and $60,000 for legal fees. State Street Securities will receive a
13.5% fee of the sales price of the stock underlying the warrants if the
warrants are exercised. As required by the Placement Agreement with State
Street Securities, the Company intends to enter into a financial and management
consulting services agreement with A.B. & Associates, Inc. for a fee of $250,000
and a financial public relations agreement with Marketing Direct Concepts for a
fee of $375,000 payable upon execution and a fee of $375,000 payable upon the
receipt by the Company of the proceeds from the exercise of a minimum of
$1,500,000 of the stock purchase warrants.
As a result of the Company's receipt of the net proceeds from the sale of
the 1,250,000 shares, as well as the recent conversion of all of the remaining
outstanding convertible debentures, the Company's stockholders' equity as of
November 12, 1997 was $3,143,003. As of November 12, 1997, the Company's total
assets were $3,921,539. The above noted stockholders' equity and total assets
amounts are reflected in the Unaudited Consolidated Balance Sheet attached
hereto as Exhibit 99.1.
The Company is estimating its stockholders' equity and total assets on
November 12, 1997, for the purpose of satisfying certain listing qualifications
standards for the Nasdaq SmallCap Market. |
