CAM International, Inc. Reaches Agreement to Redeem Convertible Notes
56.7% of Drew Shoe Subsidiary Sold to Noteholders in Exchange for $3,780,000 of Convertible Notes
MELVILLE, N.Y., Oct. 27 /PRNewswire/ -- BCAM International, Inc. (Nasdaq: BCAM, Boston Stock Exchange: BAM) announced that it had redeemed the majority of the 10%/13% Convertible Notes which come due in April 1998. The terms of the redemption involve the sale of 56.7% of the Company's investment in Drew Shoe Corporation (''Drew'') to the Noteholders in exchange for approximately $3,780,000 principal amount of Convertible Notes. The Noteholders currently own approximately 10% of Drew. After this transaction, the remaining balance on the Convertible Notes, including accrued interest, will be approximately $3,025,000. Michael Strauss, Chairman, President and Chief Executive Officer of BCAM International, Inc. will become the Chief Executive Officer of Drew Shoe Corporation. Mr. Strauss will continue to serve BCAM International, Inc. as its Chairman, President and Chief Executive Officer.
The redemption of the Notes and cancellation of certain related warrants will eliminate approximately 6.8 million shares of potential dilution to the BCAM common shareholders. This includes the potential dilution resulting from the conversion feature of the Notes (approximately 5.5 million shares) and from warrants that will be cancelled (approximately 1.3 million shares).
The Company has agreed to promptly submit to its shareholders a proposal to sell the remaining 33.3% of Drew Shoe Corporation to the Noteholders in exchange for the remaining principal amount of Convertible Notes together with accrued interest. If the BCAM shareholders approve the proposal to sell the remaining 33% of Drew to the Noteholders, an aggregate of approximately 10.75 million potentially dilutive securities will be eliminated.
It is expected that the restructuring of the Convertible Notes, assuming BCAM shareholder approval of the remaining portion, would ultimately result in a gain for BCAM on the sale of Drew.
Assuming the BCAM shareholders vote to divest the remaining portion of Drew, BCAM will become a ''pure'' technology company focused exclusively on commercialization of its proprietary Intelligent Surface Technology (''IST'') and ISTX microvalve technology. IST represents a technology invented and patented by BCAM to empower products that come into contact with human users to have the ability to sense and respond to the individual in order to maximize comfort, fit and performance. An IST equipped product learns about its user by sensing an individual's pressure distribution and then dynamically adjusting the product's surface in real time to conform to and support the individual. The first commercial application of the Company's proprietary IST technology is an ''intelligent automobile seat'' which was introduced on the Cadillac STS in the 1998 model year. The Company expects BCAM's technology to also be incorporated into the Cadillac SLS for the 1999 model year. The Company is continuing efforts to incorporate this technology into more model automobiles and into additional products such as consumer seating and bedding.
In order to broaden the use of the IST technology, the Company, in a collaborative effort with MCNC of Research Triangle Park, NC, has developed a functional prototype of a proprietary ''microvalve''. The microvalve utilizes state of the art Micro Electro Mechanical Systems (''MEMS'') technology. MEMS technology utilizes computer chips and adds mechanical functions to the chip. The microvalve that BCAM has developed represents new technology (''ISTX'') that can be used to miniaturize the IST technology through much reduced size, power consumption, weight, durability and cost. ISTX will permit a broader
range of applications than the current IST technology. The Company is in discussion with several parties regarding possible partnerships in funding the development and applications for the microvalve.
Separately, the Company noted that its Class B and Class E warrants expired on October 17, 1998 and represent the elimination of an additional approximately two million dilutive shares.
''This transaction accomplishes several things for BCAM.'' said Michael Strauss, Chairman and Chief Executive Officer of BCAM. ''For one thing, it relieves BCAM of the debt burden of the majority of the
Convertible Notes. Secondly, it eliminates nearly seven million shares of potential dilution from the BCAM shareholders. Thirdly, the transaction as contemplated, would ultimately result in a profit on the sale of Drew. Additionally, it will permit BCAM to significantly reduce its overhead costs. Most importantly, it will permit BCAM to go forward with the exciting and high potential technology business unencumbered by the capital needs of the medical footwear business.''
BCAM International, Inc. is a medical footwear and technology company.
FORWARD LOOKING STATEMENTS
This announcement contains ''forward looking statements''. The words ''anticipate'', ''believe'', ''estimate'', ''expect'' and other similar expressions as they relate to the Company and its management are intended to identify such forward looking statements. Although the Company and its management believe that the statements contained in this announcement are reasonable, it can give no assurances that such
statements will prove correct. Factors that could affect the ccurrence of events or results discussed herein are include those mentioned in the Company's filings with the Securities and Exchange Commission
including recently filed Forms SB-2, S-8, 8-K/A and the quarterly and annual reports on Forms 10-QSB and 10-KSB, respectively.
SOURCE: BCAM International, Inc.
|
