To: Hunter Trout who wrote (2193 ) 3/19/1999 4:08:00 PM From: Felipe Garcia Respond to of 3347
Fonix Warns Debt From Purchases Threatens Survival (Update1) Fonix Warns Debt From Purchases Threatens Survival (Update1) (Adds closing stock price, warning about short selling.) Salt Lake City, March 17 (Bloomberg) -- Fonix Corp., an unprofitable developer of speech-recognition technology, warned its survival is threatened by more than $6 million of debt issued to help pay for two recent acquisitions. The Salt Lake City-based company has been sued in Boston federal court for defaulting on notes issued to buy the two software developers, Articulate Systems and Papyrus. To buy them, and a third company last year, it used cash and debt equal to about 30 percent of its current stock market worth. Fonix, which lost more than $93 million since it was founded in 1993, had revenue in the first nine months of 1998 of $2.7 million. It said it's so short of cash that it had to raise money by selling securities at ''considerable expense.'' ''Recently incurred debt obligations could impair Fonix's ability to continue as a going concern,'' the company warned in a registration statement filed today with the Securities and Exchange Commission. Company executives weren't immediately available for comment. Fonix made a series of acquisitions last year after being unable to sell the speech recognition products it spent four years developing. For the purchases, it used a total of $15.8 million in cash, $6.4 million of debt and 10.9 million shares. In March, it bought AcuVoice, a developer of text-to-speech software, for 2.7 million shares and $8 million in cash. In September, it bought Articulate, which sells speech recognition software, for 5.1 million shares, $7.8 million in cash and $4.7 million in notes. In October, it bought Papyrus, which develops handwriting recognition software, for 3.1 million shares and $1.7 million of notes. New Stock The company said it separately sold $19.5 million of convertible preferred stock and debentures over the past year that, as of Feb. 25, would require the issuance of 31.9 million new shares. That amounts to 32 percent of the company sold for 61 cents a share, about half Fonix's current share price. ''Fonix has been forced to raise capital to fund operations by private sales of its securities, the terms of which transactions have been highly dilutive and involve considerable expense,'' it said. The company warned it could be forced to issue even more shares under terms of the convertible securities if its share price declines. The shares have fallen 81 percent in the last year, including a 1/4 decline today to 1 1/8. ''There effectively is no limitation on the number of shares of Fonix common stock into which such convertible securities may be converted or exercised,'' Fonix warned. It added the ''mere existence'' of this potential for an increase in shares may depress the price of Fonix stock. And it said the issuance of these shares could encourage short selling, which could place more downward pressure on its stock. Short selling is selling borrowed shares in the expectation of buying the shares later at a lower price. Fonix said it must call a special meeting of shareholders to raise its authorization to issue new shares. The limit was already raised to 150 million from 100 million at a special meeting in November to deal with anticipated dilution from convertible securities. Fonix also said it agreed to pay $600,000 to co-founder Stephen Studdert, who resigned as chief executive on Jan. 26. The company's current liabilities exceeded current assets by $9.1 million on Sept. 30. Three months earlier, its balance sheet reflected $2.3 million of working capital.