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Artisoft Enters Into New Financing.


Business/Technology Editors

CAMBRIDGE, Mass.--(BUSINESS WIRE)--Aug. 8, 2002

Artisoft, Inc. (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
: ASFT ASFT Airport Surface Friction Tester ) announced today that it has entered into an agreement for a $2.0 million Common Stock financing. Under the terms of the financing, Special Situations Funds will purchase 1,904,800 shares of Common Stock in a private placement at a per share purchase price of $1.05. The closing of the financing is subject to customary closing conditions, including the authorization of the financing by Artisoft's stockholders. Artisoft intends to use the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 from the financing for general corporate purposes.

The offer, sale and issuance to the investors of the Common Stock have not been and will not be registered under the Securities Act of 1933, as amended, 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 applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

Important Information and Where to Find It:

Artisoft, Inc. plans to file a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 with the Securities and Exchange Commission relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 the financing described in this release. Investors and stockholders are urged to read the proxy statement when it becomes available, because it will contain important information about Artisoft, the financing described in this release and related matters. When the proxy statement is completed, Artisoft plans to send it to its stockholders to seek their authorization of the financing described in this release. A copy of the proxy statement (when it is filed) and other documents filed by Artisoft with the SEC are available for free at the SEC's web site at http://www.sec.gov. Artisoft's stockholders may also obtain the proxy statement and other documents without charge by directing a request to Artisoft, Inc., Attention: Michael J. O'Donnell, 5 Cambridge Center Cambridge Center is a development complex located in the lower section of Cambridge, Massachusetts, along Broadway and Main streets. The project was started in 1979 and continues in progress to this day. , Cambridge, Massachusetts This article is about the city of Cambridge in Massachusetts. For the English university town, see Cambridge, England. For other places, see Cambridge (disambiguation).
Cambridge, Massachusetts is a city in the Greater Boston area of Massachusetts, United States.
 02142, Telephone: (617) 354-0600.

Artisoft, its directors and executive officers, Special Situations Funds and certain other persons may be deemed to be participants in the solicitation of proxies from Artisoft's stockholders to authorize the financing. Information regarding Artisoft's directors and executive officers is contained in Artisoft's 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 with the SEC on September 28, 2001 and its definitive proxy statement filed with the SEC on October 11, 2001. As of June 30, 2002, (1) Artisoft's directors and executive officers beneficially owned approximately 892,838 shares, or 5.4%, of Artisoft's Common Stock and (2) Special Situations Funds beneficially owned 2,100,000 shares of Artisoft's Series B 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".
 (convertible into 2,100,000 shares of Artisoft's Common Stock) and warrants to purchase 2,100,000 shares of Artisoft's Common Stock at per share exercise price of $3.75, representing in the aggregate a 21% beneficial ownership interest in Artisoft's Common Stock. Due to the effects of anti-dilution provisions Anti-Dilution Provision

A provision in an option or a convertible security. It protects an investor from dilution resulting from later issues of stock at a lower price than the investor originally paid.
 of Artisoft's Series B Convertible Preferred Stock, upon the closing of the financing described in this release, the 2,100,000 shares of Artisoft's Series B Convertible Preferred Stock held by Special Situations Funds will be convertible into a total of approximately 5,000,000 shares of Artisoft's Common Stock, which when combined with the warrants held by Special Situations Funds and the shares to be issued in the financing, will result in a beneficial ownership interest in Artisoft's Common Stock of approximately 36.2%. In addition, due to the effects of anti-dilution provisions of the warrants held by Special Situations Funds, upon the closing of the financing described in this release the per share exercise price of those warrants will be reduced from $3.75 to $1.05.

Artisoft is a registered trademark of Artisoft, Inc. All other company and product names mentioned in this release may be trademarks or registered trademarks of the respective companies with which they are associated.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 8, 2002
Words:654
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