Ashton Technology Group Announces Completion of Exchange Agreement; Revises Terms of Preferred Stock.Business Editors PHILADELPHIA--(BUSINESS WIRE)--July 16, 2001 The Ashton Technology Group, 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 :ASTN ASTN Automatic Switched Transport Network (optical networks) ASTN Automatically Switched Transport Network (ITU-T) ASTN Automotive Satellite Television Network ASTN Astern ASTN Astronomic ) today announced it entered into an exchange agreement with RGC RGC Royal Government of Cambodia RGC Retinal Ganglion Cell RGC Responsible Gambling Council RGC Rio Grande City (Texas) RGC Routing Group Connector (Microsoft) International Investors, LDC LDC See: Less developed countries LDC See less developed country (LDC). , the holder of Ashton's Series F Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . On August 18, 1999, Ashton completed a $20 million private placement of its Series F 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". to RGC. The private placement consisted of 20,000 shares of Series F Preferred and warrants to purchase 200,000 shares of Ashton common stock. Pursuant to certain provisions of the Series F Preferred, Ashton became obligated ob·li·gate tr.v. ob·li·gat·ed, ob·li·gat·ing, ob·li·gates 1. To bind, compel, or constrain by a social, legal, or moral tie. See Synonyms at force. 2. To cause to be grateful or indebted; oblige. to redeem the 4,363 shares of Series F Preferred still outstanding in March 2001 for cash. In lieu of such redemption, Ashton and RGC have agreed to an exchange whereby the remaining shares of Series F Preferred have been converted into a $5.1 million Convertible Note due August 18, 2003. The note is convertible into shares of Ashton common stock following approval by Ashton's stockholders of the issuance of such shares upon conversion of the note. Should Ashton's stockholders not approve the issuance of shares to RGC, the note would have a maturity of April 1, 2002. The note is secured by Ashton's intellectual property. Ashton's President, Arthur J. Bacci, said, "We appreciate the commitment and belief that RGC has shown in Ashton. RGC's significant investment in Ashton has had a large impact on our ability to develop our intelligent matching systems and implement new marketing programs to increase eVWAP's utilization." Ashton is an eCommerce company that develops and operates electronic trading and intelligent matching systems for the global financial securities industry. Our focus is to develop and operate alternative trading systems Alternative Trading Systems (ATS) are SEC-approved non-exchange trading venues. They play an important role in public markets for allowing alternative means of accessing liquidity. , serving the needs of exchanges, institutional investors and broker-dealers in the U.S. and internationally. Our goal is to enable these market participants to trade in an electronic global trading environment that provides large order size, absolute anonymity, no market impact and lower transaction fees. The forgoing press release contains forward-looking statements based on current management expectations. A variety of important factors could cause actual results to differ materially from such statements. Factors that could cause actual results to differ from current expectations include Ashton's ability to achieve expected future levels of revenue, expected use of proceeds, projected costs of technology development, changes in business strategy and development plans, the performance of Ashton's common stock; industry trends; and competition. These and other risks are described in greater detail in Ashton's filings with the Securities and Exchange Commission. Websites: www.ashtontechgroup.com and www.evwap.com |
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