Harold: This is a reposting of the January press release on the XL Vision deal. Reading this helps to remind us why we are in this stock, and all this will soon come about. I mean no hype here, just some encouragement for those of us who are very long on this stock.
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Tuesday January 13, 10:12 am Eastern Time
Company Press Release
SOURCE: Lasertechnics
Lasertechnics in Deal with XL Vision; Shareholder Vote Set To Implement Restructuring in Corporate Security Market
New Proposals Seek Name Change and Reverse Stock Split to Comply With Nasdaq's New Rules; Rights Offering Won't Proceed
CARROLLTON, Texas, Jan. 13 /PRNewswire/ -- Lasertechnics, Inc. (Nasdaq: LASX - news) said it revised some provisions of a restructuring announced in November 1997 and signed a definitive agreement with XL Vision, a Safeguard Scientifics (NYSE: SFE - news) partnership company, to develop several innovative new products based on proprietary digital imaging and dithering technology.
The XL Vision agreement is subject to shareholder approval at a Special Meeting of Stockholders set for February 20, 1998 in Dallas, TX. The company has set a record date for the meeting of January 30, 1998, and expects to mail definitive proxy materials to stockholders on or about February 2, 1998.
Shareholders will also be asked to approve a 20:1 reverse stock split, along with a related reduction in authorized shares, and a corporate name change to AXCESS Inc. to more accurately reflect the company's new strategy for growth in the corporate security market.
The new business plan allows the company to leverage its strengths in card-mounted biometric security and broaden its involvement in access control systems and equipment, one of the fastest growing segments of the security market.
Approval of the reverse split and the related change in capitalization would lower total authorized shares to 6,250,000 and reduce issued common shares and their equivalents to approximately 3,250,000 (at Jan. 8, 1998). The reverse split is being proposed in response to the new minimum share price requirements for maintaining a Nasdaq listing.
Technology Agreement
Under terms of the agreement with XL Vision, Lasertechnics will make payments of up to $4.6 million to fund a dedicated team of engineers and software specialists at XL Vision's Sebastian, FL campus to develop a new product line for specific application in security access and financial transactions.
The new line of readers will be the first to use a camera instead of a linear scanner for 2-D image acquisition. This innovation and other technology advances are expected to provide faster throughput, higher reliability, and significantly lower cost.
The stock payment provisions of the XL Vision agreement differ from those contemplated in a Nov. 10, 1997 announcement.
Under the original plan, 400,000 post-reverse split shares would have been issued upfront to XL Vision and an additional 400,000 post-reverse split shares would have been issued against certain milestones.
Under the final agreement, any shares issued to XL Vision will be at the option of Lasertechnics and will be tied to incremental increases in its control over the intellectual property and related product enhancement deliverables.
Acquiring outright ownership of the products being developed would cost 800,000 post-reverse split shares.
An additional 200,000 post-reverse split shares will be held in reserve and issued to XL Vision against receipt by Lasertechnics of certain royalties payable under a potential license that XL Vision may grant to Spot/MAG of Taiwan and transfer to Lasertechnics for certain applications of the digital camera technologies. One post-reverse split share of Lasertechnics would be released for each $10 of royalties received, up to $2 million. Thereafter, all additional royalty payments will accrue to the benefit of Lasertechnics.
Financing Plans
The company reiterated its plan to raise up to $10 million of new funds for the uses described below, a portion of which has already been committed by an existing institutional investor. The company is currently engaged in discussions with potential corporate and institutional investors, and believes but can not assure it will be able to obtain the necessary financing.
The company said it decided not to proceed with a planned rights offering which would have given current stockholders an opportunity to purchase common stock directly from the company at a fixed price. The decline of the company's public share price since early November 1997 has given shareholders ample opportunity to buy shares at prices lower than those contemplated for the rights offering.
The company currently expects to use the proceeds of its current financing activities to (1) fund its transition to a provider of systems and products designed to prevent unauthorized entry to corporate offices, factories and other buildings; and (2) finance projected operating cash flow deficits and working capital needs, including the product development program at XL Vision.
Lasertechnics officials said they are working with holders of the company's variable price convertible securities in an effort to restructure, redeem or convert outstanding portions of the securities.
Lasertechnics Marking Corporation will continue to operate as a wholly owned subsidiary. The company previously said it is discussing a variety of possible alliances and other relationships to enhance this business. Lasertechnics' net equity at September 30, 1997 stood at $1.3 million. Through a combination of debt conversion and additional equity contributions, an institutional investor has contributed $7 million in order to comply with Nasdaq minimum net equity requirements.
Lasertechnics, Inc., founded in 1981, consists of two operating subsidiaries: (1) Sandia Imaging Systems, Inc. of Carrollton, TX (majorityowned) which produces fraud-resistant wallet-size ID cards, assembles and sells dye-sublimation card printers, and designs and markets turnkey corporate security systems; and (2) Lasertechnics Marking Corporation of Albuquerque, NM (wholly owned) which provides laser marking systems and related technologies for a diverse range of industrial and commercial markets.
This press release includes ''forward-looking statements'' within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the company to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the company and its subsidiaries, conditions affecting the company's customers and suppliers, competitor responses to the company's products and services, the overall market acceptance of such products and services, and other factors, disclosed in the company's Annual Report on Form 1OKSB for the year ended Dec. 31, 1996 and all of the company's subsequent Quarterly Reports on Form 10QSB through September 30, 1997. Accordingly, although the company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.
SOURCE: Lasertechnics |
