Commtouch Announces Private Placement of $3.9 Million of Ordinary Shares.Business Editors/High-Tech Writers MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--May 18, 2004 Commtouch(R) (Nasdaq:CTCH CTCH Common Traffic Channel ), the innovator of industrial-strength anti-spam solutions featuring Recurrent Pattern Detection (RPD RPD Rapid RPD Radiation Protection Dosimetry RPD Rapid Product Development RPD Rochester Police Department RPD Recurrent Pattern Detection (Commtouch anti-spam engine) RPD Relative Percent Difference RPD Removable Partial Denture ) (TM) technology, today announced that it has entered into a definitive agreement for the private placement of 5,131,580 Ordinary Shares of the Company at a purchase price of $.76 per share to existing institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. for gross proceeds to the Company of approximately $3.9 million. The investors also will receive five year warrants to purchase up to an additional 2,565,790 Ordinary Shares, with an exercise price of $.83 per share. In addition, the Company has granted the investors additional investment rights to purchase up to an additional 5,131,580 Ordinary Shares at $.83 per share, together with additional warrants on the same terms as the warrants described above, for a period of one year following the effectiveness of the registration statement covering the resale of the Ordinary Shares underlying these rights. The closing of the financing is subject to certain closing conditions, including receipt of shareholder approval of an increase in the authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: share capital of the Company and the terms of this transaction. The Company expects to hold a special meeting of its shareholders within the next 40 days. Gideon Mantel, 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 Commtouch, remarked: "It is our intention to utilize these funds to accelerate Commtouch's going to market strategy. In addition, we believe that this financing permits us to regain compliance with Nasdaq's minimum shareholder equity listing requirement." The securities to be issued by Commtouch in the private placement have not been registered under 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. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. However, as part of the transaction, Commtouch agreed to file a registration statement on Form F-3 with the United States Securities and Exchange Commission for purposes of registering the shares of common stock issuable in the private placement. Within the next day, the Company plans to file with the SEC on Form 6-K copies of the private placement documentation. About Commtouch Commtouch Software Ltd. is an innovator of proprietary anti-spam solutions featuring Recurrent Pattern Detection (TM) technology. Its mission is to protect and preserve the integrity of the world's most important communications tool -- email. The company's core technologies reflect its 13 years of experience as a leading vendor of email software applications and provider of global messaging services. Commtouch's patent-pending technologies are employed in solutions that are sold through channels and resellers and also sold directly to enterprises. In addition, Commtouch anti-spam technologies are incorporated in software applications of security and messaging OEMs (examples including BlueCat Networks, HotBar, Sybari and Waterford Technologies). Commtouch is headquartered in Netanya, Israel and its subsidiary, Commtouch Inc., is based in Mountain View, CA. The company was founded in 1991 and has been publicly traded since 1999 (Nasdaq:CTCH). To learn more about Commtouch visit www.commtouch.com. Recurrent Pattern Detection and RPD are trademarks and Commtouch is a registered trademark of Commtouch Software Ltd. This press release contains 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. , 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 include statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc Commtouch's intent to utilize the investment funds Noun 1. investment funds - money that is invested with an expectation of profit investment assets - anything of material value or usefulness that is owned by a person or company to enhance its marketing efforts and achieve greater market penetration Noun 1. market penetration - the extent to which a product is recognized and bought by customers in a particular market penetration - the act of entering into or through something; "the penetration of upper management by women" , and to become compliant with Nasdaq's minimum shareholder equity listing requirement. These statements are based on information available to us at the time of this release and we assume no obligation to update any of them The statements in this release are not guarantees of future performance and actual results could differ materially from our current expectations as a result of numerous factors, including business conditions and growth or deterioration de·te·ri·o·ra·tion n. The process or condition of becoming worse. in the Internet market, commerce and the general economy both domestic as well as international; fewer than expected new-partner relationships; competitive factors including pricing pressures; technological developments, and products offered by competitors; availability of qualified staff for expansion; and technological difficulties and resource constraints CONSTRAINTS - A language for solving constraints using value inference. ["CONSTRAINTS: A Language for Expressing Almost-Hierarchical Descriptions", G.J. Sussman et al, Artif Intell 14(1):1-39 (Aug 1980)]. encountered in developing new products as well as those risks described in the company's Annual Reports on Form 20-F and reports on Form 6-K, which are available through www.sec.gov. |
|
||||||||||||||||

Printer friendly
Cite/link
Email
Feedback
Reader Opinion