FOCUS Enhancements Announces Sale of Common Stock.Business Editors CAMPBELL, Calif.--(BUSINESS WIRE)--April 6, 2004 FOCUS Enhancements, Inc. (Nasdaq:FCSE FCSE Frequency Control Symposium and Exhibition ), a worldwide leader in video production and conversion technology, announced it has obtained binding commitments to raise up to $5.6 million of gross proceeds through a private placement with a select group of 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. . Rodman & Renshaw LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control acted as the placement agent for the offering. Upon funding, FOCUS Enhancements will issue approximately 3.9 million shares of common stock at $1.45 per share to the investors, along with warrants for approximately 1.0 million additional shares of common stock to the investors and the placement agent at an exercise price of $2.00 per share. FOCUS Enhancements' plans to use the approximately $5.2 million in 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). to further develop its Ultra Wideband technology (UWB (Ultra-WideBand) A wireless technology that uses less power and provides higher speed than 802.11 Wi-Fi networks or first-generation Bluetooth products. UWB is expected to provide wireless video transmission for home theater systems, cable TV, auto safety and ) that will enable wireless video transmission in a wide range of applications; any funds not expended ex·pend tr.v. ex·pend·ed, ex·pend·ing, ex·pends 1. To lay out; spend: expending tax revenues on government operations. See Synonyms at spend. 2. for UWB development will be spent for general corporate purposes. Brett Moyer, president and chief executive officer of FOCUS Enhancements, stated, "We believe the recent formation of the Multiband OFDM (Orthogonal Frequency Division Multiplexing) A digital transmission technique that uses a large number of carriers spaced apart at slightly different frequencies. Alliance's (MBOA MBOA Multiband OFDM Alliance MBOA Manitoba Building Officials Association MBOA Maryland Building Officials Association MBOA Matthews Boat Owners Association MBOA Multi-Objective Bayesian Optimization Algorithm MBOA Mayor and Board of Aldermen MBOA Mr. ) Special Interest Group (SIG) is a tremendous step forward in the industry standardization process, and we anticipate the SIG will approve an MBOA-certified standard UWB design in the near future. In addition, industry analysts have greater visibility than ever into the UWB opportunity and are projecting the market to exceed $375 million by 2006, which we believe our products under development will address." Moyer continued, "Therefore, we have decided now is the time to increase our engineering resources to drive our UWB development to completion. We also believe this investment will significantly strengthen our ongoing negotiations with potential manufacturing and vendor partners." The securities sold in the private placement were not registered under the Securities Act of 1933 and may not be re-offered or re-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. in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act and applicable state securities laws. FOCUS Enhancements has agreed to file a registration statement covering public resales of the shares issued. About FOCUS Enhancements, Inc. FOCUS Enhancements, Inc. (Nasdaq:FCSE) is a leading designer of world-class solutions in advanced, proprietary video technology. Headquartered in Campbell, CA, FOCUS Enhancements designs, develops, and markets video solutions in two distinct markets: advanced proprietary video conversion integrated circuits Integrated circuits Miniature electronic circuits produced within and upon a single semiconductor crystal, usually silicon. Integrated circuits range in complexity from simple logic circuits and amplifiers, about 1/20 in. (1. (ICs) and affordable, high quality, digital-video conversion and video production equipment. Semiconductor IC products include designs for PCs, game cards, internet, set-top boxes, Internet appliances, and interactive TV applications, and they are sold directly to original equipment manufacturers (OEMs). FOCUS Enhancements' complete line of video presentation and video production devices are sold globally through resellers and distributors to the broadcast, education, cable, business, industrial, presentation, Internet, gaming, home video production and home theater An audio/video entertainment center that has a large-screen TV and hi-fi system with three speakers in the front (left, right and center) and left and right speakers in the rear. Starting in the early 1990s, video inputs were added to stereo receivers and preamplifiers. markets. More information on FOCUS Enhancements may be obtained from the company's SEC filings, or by visiting the FOCUS Enhancements home page at http://www.FOCUSinfo.com. 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. Statement Statements about future results and other expectations constitute 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 the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on current expectations and the current economic environment. The Company cautions that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. A number of factors in addition to those discussed herein could cause actual results to differ materially from expectations. Demand for FOCUS Enhancements' products, which impacts revenue and the gross margin percentage, is affected by business and economic conditions and changes in customer order patterns. Any projections are inherently subject to significant economic and competitive uncertainties and contingencies, many of which are beyond the control of FOCUS Enhancements. Important assumptions and other important factors, including risk factors, which could cause actual results to differ materially from those in the forward-looking statements are specified in 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. for the year ended December 31, 2003 and other filings with the SEC. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Where To Find Additional Information FOCUS Enhancements has filed a registration statement on Form S-4 (File No. 333-112907) in connection with the proposed acquisition of substantially all of the assets and assumption of specified liabilities of Visual Circuits Corporation, and Visual Circuits intends to mail a proxy statement/prospectus to its stockholders in connection with the transaction. Investors and security holders of Visual Circuits are urged to read the proxy statement/prospectus when it becomes available because it will contain important information about FOCUS Enhancements, Visual Circuits and the transaction. Investors and security holders may obtain a free copy of the proxy statement/prospectus, when it becomes available, at the SEC's website at www.sec.gov. A free copy of the proxy statement/prospectus may also be obtained from FOCUS Enhancements or Visual Circuits (when available), and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Visual Circuits in favor of the transaction. Information regarding FOCUS Enhancements' executive officers and directors is contained in FOCUS Enhancements' Form 10-K for the year ended December 31, 2003 and its 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. dated November 5, 2003, both of which are filed with the SEC. In addition to the registration statement on Form S-4 to be filed by FOCUS Enhancements in connection with the transaction, and the proxy statement/prospectus to be mailed to the stockholders of Visual Circuits in connection with the transaction, FOCUS Enhancements files annual, quarterly and special reports, proxy and information statements, and other information with the SEC. The reports, statements and other information filed by FOCUS Enhancements with the SEC are also available for free at the SEC's website at www.sec.gov. Free copies of these reports, statements and other information may also be obtained from FOCUS Enhancements. |
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