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Strategies & Market Trends : Rande Is . . . HOME -- Ignore unavailable to you. Want to Upgrade?

To: B.Long who wrote (7203)	5/19/1999 4:25:00 PM
From: Rande Is	Read Replies (1) \| Respond to of 57584

UOL Publishing, Inc. Secures $3 Million Equity Line Of Credit With Hambrecht & Quist McLEAN, Va., May 19 /PRNewswire/ -- UOL Publishing, Inc. (Nasdaq: UOLP) announced today that the Company has entered into an agreement with Hambrecht & Quist Guaranty Finance, LLC ("H&Q") for an equity line of credit that allows UOL to receive between $1,500,000 and $3,000,000 over the next six months, depending on the Company's trading volume and stock price. Under the terms of the agreement, once a registration statement has been declared effective by the SEC, the Company has the right at its sole discretion to sell shares of Series E Convertible Preferred Stock (the "Put Shares") to H&Q at a price equal to 85% of the then current average market price of the Company's common stock. Each Put by the Company is limited to $500,000, and may be placed every 15 trading days through December 31, 1999. In addition, the number of Put Shares owned by H&Q at any one time may not exceed 9.9% of all shares of the Company's common stock that would be outstanding upon completion of the Put. There are currently 4,728,909 shares outstanding. Shareholder approval is also required, which the Company will request at its annual shareholder meeting, which is currently expected to take place in June 1999. The Series E shares will be entitled to receive an annual 6% dividend payable monthly in Series E stock at 85% of the closing price of the common stock on the date of the dividend. The Put Shares may be converted at any time into common stock on a one-to-one basis. In connection with this agreement, the Company issued H&Q a warrant to purchase 100,000 shares of the Company's Series E Convertible Preferred Stock at a price of $3.6675 per share. The exercise price was determined by taking 120% of the average closing price of the common stock over the five trading days prior to the date of the agreement. Commenting on the agreement Nat Kannan, UOL Chairman and Chief Executive Officer said, "Hambrecht & Quist is a leading name in technology banking and we are pleased to receive their support in the form of this equity line. We expect this to be the beginning of a long and productive relationship with H&Q. When combined with our other initiatives, such as the sale of our legacy businesses, this equity line goes a long way in helping UOL finance its near term plans and grow the Company's online revenues toward profitability." Andrew Kahn, President and Chief Operating Officer of Hambrecht & Quist Guaranty Finance LLC stated, "Our business is financing emerging growth companies and we are pleased to make this facility available to UOL. We are impressed with UOL's position as a leader in Internet-based distance training and look forward to helping finance its growth potential." UOL Publishing, Inc. hosts virtual campuses for distance training and education programs on behalf of corporate, governmental and academic institutions. The Company offers virtual campus services over a proprietary platform called VCampus(TM), providing access to UOL's library of interactive, on-demand, web-based courseware. UOL serves over 120,000 working adults through its partnerships with corporations, governmental and academic institutions. For more information, call 703-893-7800, or visit the UOL Publishing, Inc. web site at www.uol.com. With the exception of the historical information contained in the release, the matters described herein contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties including but not limited to difficulties in managing rapid growth (including future capital needs), development of its target market, risks associated with acquisitions, and economic, competitive, governmental and technological factors outside the control of the Company. For more information regarding these risks and uncertainties see the Company's Registration Statement on Form S-1 and other SEC filings, copies of which are available upon request from the Company. SOURCE UOL Publishing, Inc. CO: UOL Publishing, Inc.; Hambrecht & Quist