Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : RRRR: Rare Medium Group (soon to be) formerly ICC -- Ignore unavailable to you. Want to Upgrade?

To: Tech Monster who wrote (110)	2/1/1999 8:46:00 AM
From: Manzanillo	Read Replies (1) \| Respond to of 1150

Rare Medium Group, Inc.RRRR'Led by Chairman and CEO Successfully Completes $20.5 Million Recapitalization NEW YORK, Feb. 1 /PRNewswire/ -- RARE MEDIUM GROUP, INC. (Nasdaq: RRRR), raremedium.com, today announced that it had successfully completed an $20.5 million recapitalization of its capital structure through a series of transactions which resulted in an infusion of approximately $8 million of capital and a reduction of $12.5 million in secured debt. Glenn S. Meyers, Chairman, CEO and President of the Company, stated, "This recapitalization provides the Company with the capital resources necessary to continue to fund its strategic growth plans which include acquisitions for its Internet solutions group and other related E-commerce opportunities. In addition, the reduction of debt further rationalizes the Company's balance sheet and positions the Company as a stronger player which is better able to attract the equity financing it may need." The Company also reported that effective December 31, 1998, it had concluded an exchange of $12.5 million of the $22.2 million debt plus accrued interest which had been issued in connection with the Company's acquisition of Rare Medium for approximately 3.0 million shares of Common Stock of the Company (a price of $4.14 per share). The holders of the debt which was exchanged included Chairman, President and CEO, Glenn S. Meyers who held approximately $3.5 million of the proceeds. The transaction was designed to improve the Company's balance sheet and enhance the Company's ability to finance its business both organically and through acquisition. Prior to the exchange, the Company had been encountering resistance to its efforts to finance its growth because of the significant amount of secured debt to the former stockholders. The Board of Directors of the Company established an independent committee of the Board to address the issue and devoted a great deal of time to structuring the exchange. The Company reported that it had completed a $6 million 2 tranche private placement of its 8% convertible debentures and warrants. The convertible debentures convert into common stock of Rare Medium based upon an initial conversion price of approximately 140% of an average closing price of Rare Medium during an average number of trading days immediately preceding the execution of definitive documents on January 28, 1999. Under certain circumstances, the Company has the option to redeem the convertible debenture. Beginning six months after the date of issuance, the conversion price may be adjusted. The 8% yield is payable in shares of common stock. The warrants are initially exercisable at the initial conversion price of the debentures. Proceeds of the private placement will be used for acquisitions and working capital purposes. Additionally, the Company also reported it has received approximately $2 million related to certain warrants being exercised. Said Mr. Meyers: "The exchange of a secured debt position into equity is the strongest statement that management and former shareholders can make about the future of the Company." He indicated that the sale of the convertible debt, the receipt of the warrant proceeds and the conversion of a substantial amount of the Company's secured debt to equity, will allow the Company to continue to execute its business plan designed to establish the Company as a leading Internet E-Commerce company. Dealing primarily with Global 2000 clients, Rare Medium, Inc. is an Internet business services firm, helping clients develop Internet strategies, improve business processes and develop interactive content using Internet- based technologies. To accomplish this, Rare Medium provides clients with Internet business strategy consulting, marketing, creative design and development, needs analysis, architecture planning, Internet, Intranet and Extranet solutions, hosting and maintenance. Except for historical matters contained herein, the matters discussed in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that these forward-looking statements reflect numerous assumptions and involve risks and uncertainties that may affect ICC Technologies, Inc. d/b/a Rare Medium Corp., and its subsidiaries' business and prospects and cause actual results to differ materially from these forward- looking statements. Among the factors that could cause actual results to differ are Rare Medium's limited operating history; competition; low barriers to entry; reliance on strategic relationships; rapid technological changes; inability to complete transactions on favorable terms and those risks discussed in the Company's filings with the SEC. SOURCE Rare Medium Group, Inc. CO: Rare Medium Group, Inc. ST: New York IN: FIN MLM SU: RCN 02/01/99 06:30 EST prnewswire.com