Answers Corporation Announces Private Placement to Redpoint Ventures of up to $13 Million.WikiAnswers Exceeds Three Million Questions NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Answers Corporation (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ANSW answ Answer ANSW Answers Corporation (stock symbol) ANSW Athletics New South Wales (Australia) ANSW Animated Sword (gaming) ANSW Ancient Semi Natural Woodland ), creators of the leading answer engine offering Answers.com[TM] and WikiAnswers.com[TM], today announced it has entered into definitive agreements for the private placement of up to $13 million of convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". and warrants to Redpoint Ventures, a Menlo Park Menlo Park. 1 Residential city (1990 pop. 28,040), San Mateo co., W Calif.; inc. 1874. Electronic equipment and aerospace products are manufactured in the city. Menlo College and a Stanford Univ. research institute are there. 2 Uninc. , CA, based venture capital firm specializing in early stage and growth capital investments for the Internet and technology sectors. Through a transaction executed on June 16, 2008, Answers issued $6 million of series A convertible preferred stock, convertible into 1,333,333 shares of common stock at a conversion price of $4.50 per share, with 50% warrant coverage at an exercise price of $4.95. Additionally, Redpoint was issued a second tranche warrant, exercisable over the next 12 months, to purchase up to an additional $7 million of series B convertible preferred stock, convertible into 1,272,727 shares of common stock at a conversion price of $5.50 per share, with 50% warrant coverage at an exercise price of $6.05. "We are extremely pleased with this strategic investment and validation of both our products and growth opportunity by a top tier Silicon Valley venture capitalist Venture Capitalist An investor who provides capital to either start-up ventures or support small companies who wish to expand but do not have access to public funding. Notes: Venture capitalists usually expect higher returns for the additional risks taken. ," said Robert S Robert, Henry Martyn 1837-1923. American army engineer and parliamentary authority. He designed the defenses for Washington, D.C., during the Civil War and later wrote Robert's Rules of Order (1876). Noun 1. . Rosenschein, Answers' Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. . "With this partnership, we gain access to Redpoint's team, connections and industry experience. The last public company they invested in was Intermix in·ter·mix tr. & intr.v. in·ter·mixed, in·ter·mix·ing, in·ter·mix·es To mix or become mixed together. [Back-formation from obsolete intermixt, from Latin , parent of MySpace, subsequently sold to News Corp in 2006. We look forward to Redpoint's valuable contribution and support." As part of the investment, Redpoint's Allen Beasley will join the Company's board of directors. In the event Redpoint exercises the second tranche warrant and meets ownership requirements specified in the definitive agreements, Redpoint will be able to appoint a second member of the Company's board of directors. Redpoint's Allen Beasley added, "The Answers properties, but especially WikiAnswers.com, represent the type of high growth opportunity we look for. With over 11 million monthly unique U.S. visitors in May, according to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. comScore, WikiAnswers is an emerging leader in the social knowledge space. We look forward to working closely with the company to help accelerate its growth." "The proceeds of the investment will be used to strengthen our balance sheet," said Steven Steinberg, Chief Financial Officer. "With Redpoint's strategic and financial backing, we believe we are well positioned to focus on sustainable growth and maximizing the metrics of our business." The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon conversion of the convertible preferred stock and exercise of the warrants. The issuances of certain of the shares of common stock underlying the securities issued in the private placement are subject to stockholder approval, applicable NASDAQ rules and/or customary closing conditions, including certain of the shares underlying the second tranche warrant. The securities issued in the private placement have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. Thomas Weisel Partners Thomas Weisel Partners Group, Inc. (NASDAQ: TWPG), often shortened to just TWP or TWeisel, is a U.S. middle-market and growth focused investment banking firm based in San Francisco, California. LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control acted as lead-placement agent and Canaccord Adams acted as co-placement agent for the offering. WikiAnswers Exceeds Three Million Questions In related news, Answers also announced that WikiAnswers.com has passed its three millionth question milestone. "We are well on our way to building the largest database of questions and answers on the Internet," continued Rosenschein. "It took us one year from acquiring WikiAnswers to reach one million, then five more months to reach two million, and now just three months to reach three million questions." About Answers Corporation Answers Corporation (NASDAQ: ANSW) owns and operates Web properties dedicated to providing useful answers in thousands of categories. The award-winning reference site Answers.com includes content on five million topics from over 180 licensed sources from leading publishers, including Houghton Mifflin Houghton Mifflin Company is a leading educational publisher in the United States. The company's headquarters is located in Boston's Back Bay. It publishes textbooks, instructional technology materials, assessments, reference works, and fiction and non-fiction for both young readers Company, Barron's, Wikipedia, Encyclopedia Britannica. WikiAnswers.com is a community-generated Social Knowledge Q&A platform, leveraging wiki-based technologies. Through the contributions of WikiAnswers' growing community and dedicated supervisors, answers are constantly improved and updated over time. WikiAnswers was ranked by comScore as the fastest growing domain of the top 1,500 in the U.S. in terms of unique monthly visitors in 2007. Answers.com is also available for mobile devices at mobile.answers.com. For investment information, visit ir.answers.com. (answ-f) About Redpoint Ventures Redpoint Ventures focuses on partnering with and funding innovative companies that have the potential to define, lead, and change industries. Redpoint partners have many decades of experience and success in technology investing; combined with this foundation, the firm is able to leverage a thriving network of entrepreneurs, partners, and industry experts to accelerate building market-leading companies. Redpoint (www.redpoint.com) was founded in 1999 by partners from two of the top firms in the venture capital industry and currently has over $2 billion under management. The firm is headquartered in Menlo Park, CA with offices in Los Angeles Los Angeles (lôs ăn`jələs, lŏs, ăn`jəlēz'), city (1990 pop. 3,485,398), seat of Los Angeles co., S Calif.; inc. 1850. and Shanghai, China. Cautionary Statement Some of the statements included in this press release are forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. that involve a number of risks and uncertainties, including, but not limited to, statements regarding future market opportunity and future financial performance. For those statements, the company claims the protection of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statements contained in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Important factors may cause the company's actual results to differ materially, including, but not limited to, the inability to increase the number of persons who use the company's Web properties, the inability to increase the number of partners who will generate increased traffic to its Web properties, the failure to improve the monetization of its Web properties, a change in the algorithms and methods used by Google, the provider of the vast majority of the company's search engine traffic, and other search engines to identify web pages towards which traffic will ultimately be directed or a decision to otherwise restrict the flow of users visiting the company's Web properties, a decision by Google, Inc. to discontinue directing user traffic to www.answers.com through its definition link, the effects of facing liability for any content displayed on the company's Web properties, potential claims regarding infringement of the intellectual property rights of any third party, and other risk factors identified from time to time in SEC filings, including, but not limited to, the annual report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. filed on April 1, 2008. Any forward-looking statements set forth in this press release speak only as of the date of this press release. The company does not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof. This press release and prior releases are available at www.answers.com. The information in the company's website is not incorporated by reference into this press release and is included as an inactive textual reference only. |
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