CellPoint and Castle Creek Reach Agreement to Settle Lawsuit.Business Editors LONDON--(BUSINESS WIRE)--Dec. 20, 2001 CellPoint 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 :CLPT), a global provider of mobile location software technology and platforms, announced today that an agreement has been negotiated with Castle Creek Castle Creek may refer to:
Castle Creek had claimed that CellPoint was in breach of certain provisions of the agreements in place, an interpretation that CellPoint did not agree with. The parties have now agreed to amend the existing agreements in several areas. Upon signing the new contract, the parties have agreed that CellPoint is not currently in default of any agreement or instrument with Castle Creek. "We negotiated this new agreement together with our investment bankers Gerard Klauer Mattison," said Peter Henricsson, 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 settlement in place, CellPoint continues to execute on its business plan and work with GKM GKM Global Knowledge Management, Inc. and KCSA KCSA Krannert Center Student Association KCSA Kentucky Crushed Stone Association (Frankfort, KY) KCSA Kyiv City State Administration KCSA Kalamazoo Christian School Association KCSA Kentucky-Canadian Studies Association Worldwide in sourcing strategic partners and strategic investors." Several other matters were resolved in the new agreement. Castle Creek was issued 210,526 warrants at $11.40 per share per the December 2000 agreements which carried standard anti-dilution provisions for a price reset in the event CellPoint raised funds below $11.40 per share. Castle Creek and CellPoint agreed to the calculation whereby the anti-dilution provisions result in the exercise price being changed to $7.75. Those warrants are exercisable until December 6, 2005. The 500,000 warrants issued in the July agreement carried anti-dilution provisions on both pricing and quantity. Those 500,000 warrants will be increased to 1.5 million warrants exercisable at $1.20 per share. The matter of the expanded anti-dilution provisions and other provisions in prior agreements with Castle Creek are being pursued by the Company with a claim against its former legal counsel. Half of the 1.5 million warrants will be exercisable from now until July 2005 and the other half from July 2002 until July 2005. If CellPoint does a dilutive financing at prices below the exercise price of the warrants, the exercise price of the warrants may be adjusted downward but there will be no further adjustments in the number of warrants for Castle Creek. In addition, the new agreement includes CellPoint continuing to pay down the outstanding notes. CellPoint will allocate 25% of the funds raised over the next 10 months to paying down the notes and agrees to pay down a minimum of $200,000 by January 31, 2002 and an additional $550,000 by February 28, 2002. Subject to these payments being made on a timely basis, and CellPoint being otherwise in compliance with its agreements with Castle Creek, the lawsuit will be dismissed. The convertible notes were originally due to be paid back in September 2002. Under the existing agreements, the remaining notes are now scheduled to be retired at the latest on October 1, 2002 for $6.1 million (less any prepayments prior to that date) plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. CellPoint will file Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. with the SEC within three days and will then post the 8-K on CellPoint's website. About CellPoint Inc. CellPoint Inc. (Nasdaq and Stockholmsborsen: CLPT) is a leading global provider of location determination technology, carrier-class middleware and applications enabling mobile network operators rapid deployment of revenue generating location-based services for consumer and business users and to address mobile E911/E112 security requirements. CellPoint's two core products, Mobile Location Server (MLS See multilevel security. ) and Mobile Location Broker (MLB MLB Major League Baseball MLB Minor League Baseball MLB Middle Linebacker (football) MLB Motor Life Boat MLB Matt Leblanc (actor) MLB Mother Love Bone (band) ), provide an open standard platform adapted for multi-vendor networks with secure integration of third-party applications and content. CellPoint's entry-level location platform handles over 500,000 location requests per hour and has a seamless migration path to GPRS (General Packet Radio Service) The first high-speed digital data service provided by cellular carriers that used the GSM technology. GPRS added a packet-switched channel to GSM, which uses dedicated, circuit-switched channels for voice conversations. and 3G. CellPoint's early entry and experience with European mobile operators has allowed the development of products and features that address key requirements such as active and idle mode positioning, international roaming, multiple location determination technologies and consumer privacy . CellPoint is a global company headquartered in Kista, Sweden. For more information, please visit www.cellpoint.com. CellPoint and CellPoint Systems are trademarks of CellPoint Inc. Forward-looking statements in this release are made pursuant to 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. provisions of the Private Securities Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Act of 1995. Actual results may differ materially from those projected in any forward-looking statement. Investors are cautioned that such forward-looking statements involve risk and uncertainties, which may cause actual results to differ from those described. Copyright(c)CellPoint Inc. 2001 |
|
||||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion