Maybe a mistake on my part, but, I sold half of my position
I purchased @ .25 cents today @ 1 1/4. Four bagger and my
position is now paid for. Today's Press Release;
(PR NEWSWIRE) Spatializer Completes $2 Million Financing And Debt to Equit
Spatializer Completes $2 Million Financing And Debt to Equity Restructuring
$1 Million Private Placement of Common Stock at No Discount And Conversion Of
$1 Million Short Term Debt To New Series B Preferred Stock Eliminates Negative
Working Capital And Shareholders' Deficit
New Liquidity Concludes Turnaround And Positions The Company For Future Growth
WOODLAND HILLS, Calif., Jan. 3 /PRNewswire/ -- Spatializer Audio
Laboratories (OTC Bulletin Board: SPAZ) announced today that it has completed
the placement of $1 million of common stock, at no discount and the conversion
of $1 million of short-term debt to new Series B Redeemable Convertible
Preferred Stock. This new equity significantly strengthens the balance sheet,
restores working capital and shareholder's equity, and the resulting liquidity
will allow the Company to emerge from its turnaround mode and to aggressively
pursue growth.
The private placement of $1,050,000 of common stock was completed at no
discount to market. The institutional investors include entities who
participated in the April 1998 financing as well as new investors. The
investors will receive two warrants to purchase the Company's common stock for
each dollar invested, exercisable at 120% of the ten day average closing bid
price prior to closing of the financing. In addition, the two institutional
investors in the current financing who also participated in the April 1998
financing have cancelled the warrants issued to them in the April 1998
financing. The Company has agreed to promptly file a registration statement
under Form S-3 with the Securities and Exchange Commission to register both
the common stock and warrants for resale.
The participants in the restructuring of $1 Million of short-term 10%
Notes have agreed to convert these notes into new 10% Series B Redeemable
Convertible Preferred Stock. The new series will be convertible after one
year into restricted common stock at a 10% discount to market, based on the
ten day average closing bid price immediately prior to conversion. The
conversion price has a floor equal to the ten-day average closing bid price
prior to the restructuring, with a maximum conversion price of 200% of the
floor price. The preferred stock is redeemable in cash in whole or in part
solely at the Company's option over the next three years. The common stock
underlying the preferred stock will not be registered, and therefore the sale
of such securities will be subject to volume and holding restrictions under
Rule 144.
In a concurrent, but separate transaction, the holder of the Company's
$225,000 of secured short term 10% notes has restructured them into Secured
Long Term Convertible Debt. The Company may repay the debt, in whole or in
part, at any time with no penalty. The debt is convertible at either the
Holder's or Company's option into registered common stock at no discount to
market, based on the ten day average closing bid price immediately prior to
conversion. The conversion price has a floor equal to the ten-day average
closing bid price prior to the restructuring, with a maximum conversion price
of 200% of the floor price. The maximum number of shares, which may arise
from such conversion, will be included in the registration statement to be
filed by the Company. The Company will also seek shareholder approval at its
annual shareholder's meeting planned for early 2000, to increase the
authorized common stock of the Company from 50 million to 65 million to cover
the common stock underlying the preferred stock and the convertible long term
debt, and to allow flexibility for any additional financing over the next few
years.
"This new equity financing and financial restructuring is the culmination
of extraordinary efforts put forth by the management, employees and the Board
of Directors of the Company over these past fifteen months," stated Henry R.
Mandell, interim CEO of Spatializer Audio Laboratories, Inc. "This is the
final piece of our turnaround and recovery strategy. We all share a great
sense of satisfaction that we were able to achieve this watershed event, while
at the same time significantly extending our market presence, establishing
profitability and creating shareholder value even during this difficult
turnaround period."
Mr. Mandell continued, "In our public filings over the past year, we have
made it clear that the Company needed additional working capital to succeed.
However, we have diligently sought a financing structure that minimized
dilution, placed any new equity with responsible investors and did not disrupt
market equilibrium, while at the same time, provided the Company with the
resources it needed to vigorously move forward. I believe that we have
succeeded in structuring such a transaction. Interest in this placement
exceeded our expectations, but we limited the investment to an amount that we
felt was commensurate with our needs. The common shares were sold at no
discount to market, with an appropriate pricing floor and ceiling. These
actions were specifically devised to minimize potential dilution. While we
were able to broaden the shareholder base by attracting two new institutional
investors, we were pleased when existing shareholders stepped forward to
participate. The new preferred stock cannot be converted into common stock for
at least one year. Both the new preferred stock and the new long-term debt
are redeemable, at the Company's option, as cash flow permits. These features
were designed to achieve our objective of maintaining market equilibrium for
our shareholders. Finally, with the operating expense restructuring we
effected in late 1998, combined with new sources of revenue generated in 1999,
the Company anticipates to be able to use the new funding for working capital
to fund expanded research and development and sales efforts, rather than to
fund losses."
"In conclusion", stated Mr. Mandell," this comprehensive financial
restructuring closes the final chapter on the past, and begins a new chapter
in the Company's future. Our technology is highly regarded and our
relationships with industry leaders such as Apple Computer, Matsushita,
Toshiba and C-Cube speak for themselves. We are in the midst of a digital
audio revolution. As a world leader in providing digital and virtual audio
solutions, Spatializer is well positioned at the forefront of this revolution.
Now that we are properly financed, and no longer handicapped, we intend and
expect to compete intensely and capitalize on these opportunities. We are
truly excited by these prospects."
Spatializer Audio Laboratories, Inc. is a leading developer, licensor and
marketer of next-generation technologies for the consumer electronics,
computing and entertainment industries. The company's advanced audio
technology is incorporated into consumer electronics audio, video and DVD
products from global brand leaders including Toshiba, JVC, Panasonic, Hitachi,
Mitsubishi, Samsung, Sanyo, Goldstar, Emerson, Zenith and Proton and in PC
multimedia systems and peripherals from Apple, Dell, Gateway, Hewlett Packard,
Sony, Fujitsu, Seiko-Epson, NEC, Micron and Labtec.
Spatializer stock is traded on the OTC Bulletin Board under the symbol
"SPAZ." The company is headquartered in Woodland Hills, Calif. and has
marketing, engineering and R&D facilities in Santa Clara, Calif. and Tokyo.
Further information may be obtained from Spatializer's SEC filings, Web-site
(www.spatializer.com) or by contacting the company directly.
Safe Harbor Act Statement Under the Private Securities Litigation Reform
Act of 1995: This news release contains forward looking statements, including
Mr. Mandell's quotes in paragraphs five, six and seven which are subject to a
variety of risks and uncertainties.
While the Company believes that its expectations are based upon reasonable
assumptions, there can be no assurances that the Company's financial goals
will be realized. Numerous uncertainties and risk factors may affect the
Company's actual results and may cause results to differ materially from those
expressed in forward-looking statements made by or on behalf of the Company.
These uncertainties and risk factors include, but are not limited to
dependence on new technology and intellectual property, dependence on the PC
and consumer electronics industries, successful consummation of transactions
in negotiation, dependence on product shipments of third-party licensees,
competition and pricing pressures, the timing and realizable value of the MDT
technology and other risks detailed from time to time in the Company's
periodic reports filed with the Securities and Exchange Commission.
Notices: Spatializer(R) is a registered trademark of Spatializer Audio
Laboratories. Copyright (C) 2000 Spatializer Audio Laboratories, Inc.
SOURCE Spatializer Audio Laboratories, Inc.
-0- 01/03/2000
/NOTE TO EDITORS: All Spatializer press releases are available on the
Spatializer web site, www.spatializer.com./
/CONTACT: Henry R. Mandell, Interim Chief Executive Officer of
Spatializer Audio Laboratories, Inc., 818-227-3370, henrym@spatializer.com/
/Web site: spatializer.com
(SPAZ)
CO: Spatializer Audio Laboratories, Inc.
ST: California
IN: CPR
SU:
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