Certified Services Inc. Completes $8.5 Million Financing With Laurus Funds.Business Editors FT. LAUDERDALE, Fla.--(BUSINESS WIRE)--April 23, 2004 Certified Services, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :CSRV CSRV Civil Service Rifle Volunteers (British) CSRV Coates Spherical Rotary Valves ) a leading provider of human resource management services (the "Company"), today announced that it has closed its $8.5 million financing with Laurus Master Fund, Ltd., a New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. based fund specializing in providing financing to small capitalization public companies ("Laurus Funds"). The financing consists of a Secured Convertible Term Note (the "Note") bearing interest at the rate of prime plus two and one-half percent (2.50%). The Note is convertible into shares of the Company's common stock at an initial fixed conversion price of $0.95 per share. In connection with the financing, Laurus Funds was also issued a Warrant (the "Warrant") to purchase 1,800,000 shares of the Company's common stock. The Warrant is exercisable as follows: 1,000,000 shares at $1.11 per share; 400,000 shares at $1.21 per share and the balance at $1.26 per share. The shares of common stock underlying the conversion of the Note and the Warrant are required to be included in a resale registration statement to be filed within the next thirty (30) days. The Company may redeem the Note by paying 115%, 107% or 102% of the then outstanding principal balance of the Note (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. ) for Year 1, Year 2 or Year 3 of the term of the Note, respectively. The obligations under the Note are secured by a first lien on the assets of the Company and its operating subsidiaries as well as a guaranty As a verb, to agree to be responsible for the payment of another's debt or the performance of another's duty, liability, or obligation if that person does not perform as he or she is legally obligated to do; to assume the responsibility of a guarantor; to warrant. by such subsidiaries in favor of Laurus Funds. $7 million of the proceeds of the Note will be held in a restricted account controlled by Laurus Funds for the purpose of the Company consummating an acquisition or adding insurance programs (each of which must be approved by Laurus Funds) or until all or a portion of the outstanding principal amount of the Note is converted into shares of the Company's common stock. "We are pleased to have consummated such an equitable transaction with a financing partner as prestigious as Laurus Funds," stated Danny L. Pixler, President 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. of the Company. "We hope to build the nation's most capable provider of human resource services and this transaction provides Certified Services with access to capital which will help us achieve that goal." About Certified Services Certified Services, Inc. is a Ft. Lauderdale based holding company now entering its fourth year of operations. The company provides through its wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. Certified HR Services Company and American HR Holdings, Inc. a broad range of human resource products and services to small, medium and large size businesses including payroll/benefits administration, employee record keeping, regulatory compliance, health and workers compensation insurance programs, and worksite safety management. The company manages in excess of $1 billion of gross payroll and related benefits on behalf of its more than 2,000 clients with approximately 53,000 worksite employees from its seven service centers located throughout 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. . Forward Looking Statements Certain statements in this release, and other written or oral statements made by Certified or its brands are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance, or achievements of the company to be different from those expressed or implied. Among the important factors that could cause actual results to differ materially from those indicated by such forward looking statements include, without limitation: competitive and general economic conditions, adverse effects of 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. , the company's ability to implement necessary price increase, delayed or lost sales and other impacts related to acts of terrorism, adverse effects of restatement of previously issued financial statements, the loss of significant numbers of marketing partners, the loss of senior management, increased government regulation or the company's failure to integrate its acquired companies to achieve the synergies and efficiencies described in the "Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial " section of the Company's 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. and other reports and filings with the Securities and Exchange Commission. |
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