Patron Finalizes $50 to $100 Million in Funding.Business Editors CHICAGO--(BUSINESS WIRE)--Sept. 29, 2003 Patron Systems, Inc. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : PTRS PTRS Penetration Technique Research Site PTRS Program Tracking and Reporting Subsystem (US FAA) PTRS Project Technical Requirements Specification PTRS Plain Text Request to Send PTRS Pacific Theater Requirements System ) announces that it has finalized the terms of a $50 million private placement in stock. The terms of the agreement include: -- $15 million in common stock, at a price of $0.50 per share, or 30,000,000 shares, and -- $35 million in 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". , with a 5% dividend and convertible into shares of common stock at a price of $0.50 The shares represented by this funding do not carry any special registration rights, nor is the funding contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent the closing of any specific transaction. The Company is negotiating with the investor to lock up all shares for a period of three years. In addition, Patron has granted to the investors a 90-day option, following the closing of the $50 million in funding, to purchase an additional $50 million in common stock at a price of $0.50 per share. The option period can be extended by mutual agreement. After deducting transaction costs Transaction Costs Costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price they can sell it). from the $50 million in funding, Patron will receive $49 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). (not assuming the optional shares). The funds will be used to complete acquisitions and for working capital purposes. As a condition of this funding process, the Company has agreed to a series of changes, including a significant reduction in the number of founders' shares and management options and reconstituting Patron's management team and Board of Directors. To this end, Rich Linting, Brett Newbold and Marie Meisenbach Graul have resigned from Patron, and Rich Beggs, Warren Luke and Anthony Carbone Anthony Carbone (born October 13, 1974 in Perth, Western Australia) was an Australian football (soccer) player. Carbone played as a Midfielder for NSL club Perth Glory and Nottingham Forest F.C. and also represented the Australian under 20 team in 1993. have left the board of directors. Patron is currently in active discussions with replacement candidates for the board and management team. About Patron Systems, Inc. Patron Systems, Inc. is a development stage information security company incorporated in April 2002 to provide security services Security services are state institutions for the provision of intelligence, primarily of a strategic nature, but also including protective security intelligence. Examples include the Security Service (MI5) and the Secret Intelligence Service (MI6) in the United Kingdom, and the and technology products to global enterprises. Patron's Security Services Group intends to work with organizations to provide comprehensive, certifiable cer·ti·fi·a·ble adj. 1. That can or must be certified. Used of infectious, industrial, and other diseases that are required by law to be reported to health authorities. 2. solutions for trusted information environments. Initial offerings are contemplated to include vulnerability assessments; compliance and certification reviews, training, remediation, monitoring, and managed services. Patron's Technology Products Group, through its planned acquisition of third generation software and hardware, plans to help enterprises address security needs holistically throughout the IT environment. Patron Systems intends to deploy products maintaining the highest standards of independence, product quality and functionality, as well as ROI (Return On Investment) The monetary benefits derived from having spent money on developing or revising a system. In the IT world, there are more ways to compute ROI than Carter has liver pills (and for those of you who never heard of that expression, it means a lot). for the client organization. Forward Looking Statements The statements made in this press release are forward-looking and are based on current expectations that are subject to a number of uncertainties and risks, and actual results may differ materially. There can be no assurance that the proposed transaction will be completed. The uncertainties and risks also include, but are not limited to, the ability to complete the proposed acquisitions or any other acquisitions, the ability of PTRS or Patron to execute effectively its business plan, changes in the market for information security solutions, changes in market activity, anticipated increases in customers, seasonality, the development of new products and services, the enhancement of existing products and services, competitive pressures (including price competition), system failures, economic and political conditions, changes in consumer behavior and the introduction of competing products having technological and/or other advantages. Any forward-looking statements are made pursuant to 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 and, as such, speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. PTRS and Patron assume no obligation to update information concerning its expectations. |
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